From the Beginning
by mcdreamer100
Summary: Completely AU. MerDer. Let's start this from the very beginning... can love withstand the test of time? Are two best friends who fall in love destined to end up together? Only time will tell.
1. Chapter 1

**So here it is... my new fic. It jumps around at first... lots of flashbacks until we get moving forward with present day. But it all has a purpose. And it's meant to be kinda confusing at first.. but if you're too confused feel free to PM me and I'll try to help. This fic is definately rated MATURE.. so be warned. Other than that.. please enjoy and review away.. that's the only way I know if I should keep going or not!**

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**Disclaimer: I do not own Grey's Anatomy. Which is unfortunate becuase I believe that woman CAN have it all and I believe in happy ever afters.. unlike some people named SHONDA.**

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Derek threw the thick stack of Neurology Quarterly Review journals into the waiting empty box. Next followed a heavy Encyclopedia of Medicine along with some smaller text books he often used as reference. His blood boiled as he reached for the plaques on the wall and soon three framed diplomas nestled inside the brown cardboard. He eyed his small computer sitting on the large antiqued hickory desk and after a moment of silent debate, decided to leave it.

Moving his left hand up to run it frustratingly through his thick black hair, a habit he had adapted early on in life, his eye caught on the simple gold band, resting innocently on his ring finger. A gold ring that had once promised forever and commitment now stared back up at him, mocking and laughing. He grasped the ring with the fingers of his right hand and yanked it off carelessly. With anger that was coursing through his veins, he heaved the innocent band across the room, reveling in the tiny thud it created as it crashed against the smooth ivory wall.

He turned to the small closet on his right and began rummaging in their as well. Eager to gather anything that belonged to him. Eager to leave the house. Eager to leave _her._

Three years of marriage. Three fucking years of marriage, and all he was left with was a bitter taste in his mouth. He should have known. He should have never convinced himself to trust her. But he had, and now, he was done. He was packing up what few belongings he cared about and moving across the country. As far away from _her_ as was physically possible.

Derek began to sweat as his anger surfaced. He wiped his damp hands on his worn jeans and dug deeper into the closet. He pulled out long forgotten about Christmas cards and wedding invitations, kept for memory purposes and tossed them in the small waste basket to the side of his desk. Old college papers followed as well as few torn issues of Sports Illustrated he had no idea why he'd kept.

Derek groaned and stretched his arm way to the back, running his hand over the stiff dusty carpet to be sure he'd gotten it all. He began to pull his arm out when his fingers brushed against something hard. It took him a moment but he finally maneuvered his fingers over an edge of the hard book and pulled it out.

His breath caught in his throat and the anger of only seconds before slowly slipped away as his eyes settled on the old dusty photo album. He had completely forgotten about it. It had been a very long time since he'd reminisced about the times caught for an eternity on glossy photo paper.

Derek stood, photo album in hand, and crossed to the tall back cushioned chair behind the desk as he wiped the dust from the cover with his white t-shirt. He settled into the chair and closed his eyes briefly, preparing himself for everything that would come flooding back as he flipped the crisp plastic open.

* * *

FLASHBACK

_"Now remember to hold her head son."_

Derek could still here his mother. Always over protective, always so caring. He remembered feeling like such a big kid, at the tender age of five, when his parents had insisted on him putting his nice Sunday jacket on and going next door to congratulate their neighbors on the birth of their new baby.

Derek had stood so tall and proud on the stoop of the neighbor's porch, as he held a loaf of banana bread his mother had baked for the new family. They rang the bell and moments later the young frazzled father had opened the door and his face immediately lit up in recognition.

"Well if it isn't the Shepherd's?! Come in, come in."

He led them into the foyer and offered to take their coats. He was always so nervous and awkward around people but Derek's dad had a knack of making others feel at ease.

"How are you Thatcher?" Michael Shepherd offered his hand in a friendly handshake and Thatcher took it relieved.

"I'm good. Great. The baby's just… well she's just perfect. I couldn't be happier."

Silvia Shepherd nudged her son further, bringing Derek from his thoughts as he offered the baked gift. The new father took it grateful and offered a sincere thank you before the adults began their grown up talk. Derek grew bored immediately and began shifting impatiently in his new black oxfords. He turned to tug on his mother's stiff skirt when something caught his eye in the other room.

He glanced back up and found the grown ups deep in their own conversation and so slowly snuck away unnoticed into the small living room. A baby seat had been set up next to the couch and Derek tip toed closer. All he had heard about in the last few weeks was what a blessing babies were and how good brand new little infants smelled.

As he stood above the small bundle wrapped in a soft pink blanket, he couldn't help but smile. She was so tiny. He tossed a glance behind him before leaning forward and reaching out to touch the soft wisp of hair on the top of her head. He moved his hand down and softly picked up the miniature one. She immediately wrapped all five fingers around his slightly larger one and Derek felt his small heart skip.

The long dark lashes fluttered open and his blue eyes met the dark eyes that all newborns seemed to be born with. He watched as her little mouth opened in a yawn, causing her petite nostrils to flare.

"Hi." He whispered. "My name's Derek. You're going to be my little buddy. I'm going to look after you and keep all them mean kids away. Cause some kids are _real_ mean and you are _really_ tiny."

Derek was interrupted by his parents and Thatcher as they entered the room and stood behind him. His mother coo'd and oohh'd and aww'd while Thatcher set a nervous hand on his shoulder.

"Would you like to hold her Derek?"

Derek's eyes widened in surprise as he looked to his parent's for permission. They both nodded wearing identical smiles and Derek moved to an armchair across the room as the baby's father gathered her in his arms. Thatcher placed the soft bundle carefully in Derek's lap, while he apologized something to Derek's parents about why Ellis wasn't there.

Derek quickly lost all interest in the adults. He was completely captivated by the innocent girl, now nestled in his arms drifting off to sleep.

"What's her name?" Derek heard himself ask.

"Meredith. Meredith Ellis Grey."

Again the adults went on about how perfect a name it was, but Derek turned his head back to the baby he held.

_Meredith_. He repeated in his head. _My Meredith._

"Remember to hold her head son." His mother gently reminded him, causing his eyes to roll. He knew what to do. For some reason it came natural to hold her, to protect her. He looked up and when no one was looking, he bent his head forward and kissed her lightly on her soft forehead. He breathed in and immediately decided that the grown ups were right. Babies did smell incredibly good.

* * *

Derek turned a few pages in his book of photos and swallowed a lump that began to form in his throat. He looked at the yellowing images and one in particular caught his eye. It was about five years later and he was about ten, holding a fishing pole. He and his father had gone on numerous fishing trips in their life time, but this one stood out in particular.

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FLASHBACK

"Whatch'ya doin' Der-bear?"

"Nothing! It's boy stuff. Not little girl stuff." He wiped a greasy hand on his dirty jeans and reached for the next fishing pole laid out on his drive way.

"Can I help Der-bear?" The small girl with two long blond braids at the side of her head, reached for something that had caught her eye, and knocked over a full tackle box, causing its contents to scatter across the driveway.

"Now look what'ya done! Go _home_ Mer!"

"I'm sorry Der-bear! I didn't mean to. I can clean it up!" Her small legs darted around the driveway gathering lures and fake worms in her hands.

"I told ya' to quit callin' me that! Just go home!"

"Aww, come on Der-bear. Can't I come fishin' with you?"

"No."

"Please."

"No."

"Pretty please?"

"No."

"Pretty pretty pleee…"

"I said no! You're too little. And you're a _girl._ So, GO HOME NOW!"

Meredith's lip trembled and tears filled her eyes. "I hate you Derek Shepherd! You're a big… big… poopy head!" She threw the fishing items she had gathered into Derek's lap with all her might and stuck out her tongue before turning and running off.

He sighed, but shook his head, deciding he didn't care. She was always pestering him and getting in his way, and he had been looking forward to this fishing trip for weeks. It would be just him and his dad. Some male bonding.

An hour passed and Derek had gotten everything ready. He carefully loaded the tackle box as he waited for his dad to get back from the office. Seconds later the blue sedan pulled into the driveway and he greeted his father at the car door.

"Hey dad! Everything's all ready."

"That's great son, let me just go get changed and we'll head out…"

Derek looked up and noticed his dad had stopped to stare across the yard. He turned his head to where his father was looking and immediately felt bad. Meredith sat on her front step, her head propped in her hands as she stared blankly across the yard, obviously sad.

"You know son, Meredith's dad is _not_ coming home."

"Wh..what? She said he went on a trip and would be back soon. What do you mean?"

Michael Shepherd sighed and rubbed his dark haired son on his head. "He left son. Sometime's mother's and father's just can't get along anymore, and they separate. Ellis and Thatcher are getting a divorce and… he's _not _coming back." He paused a minute before continuing. "Derek, you know how her mother is… and well… it's up to us to watch out for her now."

Derek was old enough to know what divorce meant. He was ten going on eleven and he'd seen it a lot on TV and even with some kids in his class at school. But never so close to home. He felt his heart grow heavy and he became ashamed. He had made a promise to her when she was only a few weeks old that he'd protect her from the bad stuff in the world, and only five years later he was already failing miserably.

"Dad?" Derek's voice was weak as he fought with his emotions, knowing he was way too old to cry. "Do you think we could take her… you know… bring her on our fishing trip?"

Derek's father's eyes shone and he nodded. "I think that would be a great idea son. Why don't you go over there and tell her to get ready while I go on in and change?"

Derek nodded and took off across the yard. He raced through the green blades of grass and came to an abrupt halt in front of the sad five year old.

Meredith looked up surprised and wiped quickly at a stray tear.

"What do you want?" She muttered, crossing her arms across her chest.

"I'm sorry Mer. I was mean. I didn't mean it. Do you think you could forgive me and come fishin' with us?"

Her eyes widened in surprise and a grin split her face in half. "Do you really mean it Der-bear?!"

He nodded, laughing. "Yep! Why don't ya go tell your babysitter… we're going to leave pretty soon."

Meredith jumped up and clapped her hands. She threw herself on Derek and wrapped her small arms around the older boy, squeezing as tight as her little muscles would allow.

"Oh thank you thank you _thank you_ Der-bear."

Derek chuckled and patted her on her head. He usually hated when people called him 'Der-bear', but decided that as long as it was Meredith, he didn't mind all that much.

She pulled back and turned to go in the house, when the neighbor across the street caught her eye. She turned back and cupped her little hands around her mouth and hollered at the top of her lungs.

"Hey Doctor Webber!! Guess what! I'm going fishing!"

Dr. Webber laughed and waved as Meredith turned on her foot again, whipping her pig tails across her back and hurried in. Derek watched her disappear in her house and renewed his vow. No matter what, he would always look out for his Meredith.

* * *

A rare sound escaped Derek's lips. He laughed. His tired mouth produced a smile it hadn't formed in months and a peaceful feeling settled over his weary mind. He had kept that promise. For the most part. He had grown up with a constant eye on Meredith. He had done what he could to look out for her, protected her from as many childhood disappointments as possible.

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FLASHBACK

"Come on Derek, you're up!"

Derek grabbed the wooden baseball bat that leaned against the chain link back stop of the dusty field they had adopted as their second home that summer. The hot sun blazed on his tanned arms as he took a couple practice swings, the bat cutting through the air.

He stepped up to the plate and squinted to the out field. Billy was on first and Mark covered second and short stop. Patrick took third while Sammie stood directly in front of him, tossing the worn ball hard into his brown glove, waiting for his batter to get ready.

Derek nodded and tapped his dirty tennis shoes with the bat, just as he'd seen the pro's do a hundred times before. He was fourteen, and he and his buddies all lived for the game. They ate, drank, slept, and breathed baseball. It was no surprise that the second school was let out for the summer; they had immediately headed for the grassless baseball field, and took up permanent residence.

"You ready yet Shepherd, or do you need a mirror to make sure your hair's in place?" Sammie chided from the pitcher's mound, evoking a good sported chuckle from Derek.

"Let's see what ya' got ole Sammie gun." Derek taunted, taking his stance and pumping the bat high in the air behind him.

Sammie's expression sobered and he straightened to ready his pitch. He pulled back and just as he was about to let the ball go, a girl's voice from across the field interrupted, causing four of the boys to moan.

"Hey Der-bear! Can I play?!"

"You can't be serious Derek? Not again! You said you'd talk to her! Get her to quit following us." Mark hissed from his position directly across the baseball diamond.

Derek sighed. It had been the same thing all summer. His buddy's couldn't understand why Meredith was always tagging along and Derek wasn't about to hurt her feelings and tell her to stop.

"Come on guys. She's not hurting anything. Just let her stand in the outfield." The young teens moaned and he noticed Billy throw his glove down in irritation, but crossed over to where Meredith stood anyways.

"Why don't you take center field Mer?"

"Okay Der-bear." Meredith smiled, crinkling her freckles on her nose and displaying the wide gap between her front teeth. Her long blond hair was pulled back in a very sloppy pony tail and her yellow t-shirt was stained. Her cut-off shorts barely came mid thigh, revealing scrawny knobby legs.

Derek shook his head and lowered his voice, a bit annoyed. "What did I tell you about calling me that in front of my friends?"

"Sorry Der-bear." She whispered grinning.

Derek sighed. "Here… take my old glove and go stand over there, back in the outfield."

Derek pointed in the direction she should go and Meredith eagerly turned and obeyed, taking the privilege of playing with the big boys seriously. Derek couldn't help but chuckle as she settled in her spot, moving her sneakers in the dirt and pounding her worn glove with her fist, an action she'd seen Derek do on numerous occasions.

Derek resumed his position in the batters box, again pumping his bat to signal he was ready. Sammie let the pitch go and Derek swung his hardest, the wooden bat connecting with the hard ball with a satisfying crack. The ball soared through the sky as Derek took off running, pumping his legs as fast as they would go.

The ball flew through the sky, passing over the boys heads and crossing the wooden fence into the backyard of Old Mrs. Hanson. The ball was a goner. They were done for the day.

"Way to go Shepherd! That was our last ball you moron!" The boys shouted as Derek continued his victory run, pushing his arms in the air in triumph, whooping at his personal conquest, and ignoring the hissing and boo's his friends shot his way.

The boys started walking in, leaving the infield to gather their belongings and deciding on what mischief they could busy themselves with for the rest of the hot afternoon.

"Wait! Don't go! I'll get the ball!" Meredith yelled from her position in the outfield.

The boys found this completely amusing as they turned to watch, eager to see what the annoying young girl would do, ignoring the warnings Derek shot.

"Mer! Don't… just forget it!" Derek tried, but it was too late.

Meredith dropped the large baseball glove at her feet and turned to the large fence. She started climbing, doing well for an eight year old girl, but like Derek had feared, she soon lost her grip and slid to the ground with a heavy thud on her back end.

This was exactly what Derek's friends had been waiting for as they erupted into harsh laughter, again ignoring his heated looks. Derek watched as Meredith stayed sitting on the ground, ducking her head to her knees and covering her face with her hands.

Having grown tired of the show, the young boys hurriedly grabbed their bikes, eager to get on with the day.

"Come on Shep, let's go jump in my pool." Mark held back behind the other boys a moment, noticing his best friend had not mounted his bike yet.

"You go on ahead Mark. I wanna make sure she's alright."

Mark studied his dark haired friend a moment. "I don't get it Derek. It's not like she's your sister or anything…. why do you worry about her all the time?"

Derek shrugged as he moved towards Meredith, still sitting in the dirt with her head covered. "She's my Meredith." He said simply.

Mark shook his head, the devotion his friend had to this annoying little girl beyond him, as he moved back on his bike, pedaling fast to catch up with the rest of the guys.

"Hey Mer? You okay?" Derek asked softly, kneeling down in front of the blond.

"I'm fine Der. Please just go. Go with your friends."

"I don't want to go Mer… I want to make sure you're okay. Are you hurt?"

She shook her head, still hiding his face but he noticed a scrape on her knee that was beginning to bleed.

"You _are_ hurt Mer. Come on… let's go home… I'll fix your leg for you."

Meredith slowly pulled her face from her hiding spot to peak at Derek, wiping at a tear and leaving dirt streaks on her cheek.

"Thanks Der."

Derek helped her stand up slowly and they started walking to where Derek's bike waited.

"Der?"

"Yes Mer?"

"I'm sorry I called you Der-bear in front of your friends… I know you don't like it and I forgot."

"That's okay kiddo." Derek assured, ruffling a hand over her already messy hair. "Why don't we go see if mom bought any more creamsicles."

"Deal. But only if you promise to eat the outsides… I only like the insides."

"Of course… you know I can't stand the crème part. The only reason mom even buys them is cause of you."

Meredith smiled and nodded as Derek helped her climb onto his handle bars.

"You ready?" He asked, slinging his full baseball bag over his shoulder.

"Yep!" Meredith answered, keeping her grip tight as she balanced the way Derek had taught her.

"Hey Derek?"

"Ya?" Derek answered, immediately realizing she used his full name and not the annoying childish one.

"Thank you."

"Your welcome Mer."

Derek smiled as he pedaled on, not in the least bit upset at how the afternoon had turned out.

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**That's the first official update. Let me know what you think. This was long.. longer then they'll usually be becuase there was so much that needed to be started to get things rolling. PLEASE REVIEW!!!**


	2. Chapter 2

**A/N: I'm so sorry for that delay. I promise to make it up. I'm excited for the response so far and think you guys will continue to enjoy this. So here's the next installment.. let me know what you think!**

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Derek kept the smile on his face as he turned ahead a few pages, jumping forward in time. A groan settled near the back of his throat as his eyes rested on a familiar photo, but the smile remained. He remembered that time very well. He remembered his mother making them pose, against both of their wills. It was Meredith's first day of junior high and she was finally joining him in his last year at the expensive private junior/senior high school. It was six year school that most of the kids in their upscale neighborhood attended. He remembered Ellis had been on call and so his mother had offered to drive Meredith on her first day, but not of course without posing for the camera first.

This was around the time the whole mother – daughter drama had begun. Meredith was becoming old enough to realize she needed a mother in her life and was beginning to see just how unwanted she really was. Even now, years later, Derek's heart ached for the pain she endured, for her desperate attempts at gaining any attention she could from her distant mother.

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FLASHBACK

"Well if it isn't Strawberry Shortcake?!" An older boy called from behind Meredith's back.

She focused on stuffing the heavy school books she wouldn't be using for homework that night and gathering her book back and keychain that held the key to her empty house, doing her best to ignore the two boys that seemed to get cheap thrills from torturing her.

"Strawberry Shortcake?.. Na… how about… Pinky and the Brain?" The boys rolled with laughter, finding their incredibly lame sense of humor hilarious.

"Pinky and the brain? I like it? But did Pinky have braces?"

"I don't know... why don't we ask brace face which she prefers?!"

Meredith clinched her jaw and tried to calm her anger as she stared straight ahead. She knew better than to waste her time on immature morons like these two, but when the name calling started up again and the annoying laughter followed, something snapped.

She swung around to face the older boys, her face red and fists clenched. In a quick movement, she grabbed the closest boy by his t-shirt and threw him up against the locker, pressing him there with surprising strength from her arm.

"You've gotta be kidding me? You're seriously going to stand here and bug me when I have more important things to deal with then you two ass hole's. I've got a history final coming up and my science experiment is due tomorrow! You want to act like little kindergarten bitch's then that's fine… you want to stand here and pretend that what you say about me actually matters…than that's fine too! Just stay out of my face! And for the record… you smell like crap!"

She released the tight hold she had on the surprised boy and turned to pick up her bag she had dropped to the ground. Slamming her locker shut, she was about to turn and leave when she heard one of the boys mumble something under his breath, trying to hide it as a cough.

"Psycho."

That was the last straw for Meredith. Dropping her book bag once again, she tightened her fingers into a hard fist like Derek had taught her and swung around, running smack dab into a solid figure. The strong boy picked Meredith up easily and moved her back a few feet from the other boys she was about to assault.

Looking up, she met Derek's concerned blue eyes looking at her quizzically.

"Dude…that chick's crazy! She just went all cage fighter on us for no reason."

Derek released the grip he held on Meredith and turned to face the bullies.

"You know what. I'm feeling generous today. I'm going to give you two to the count of 3 to get the hell out of my face before I let her beat you to a pulp with her tiny little ineffectual fists. And you can bet that I'll finish what she doesn't. So beat it. Now!"

Derek didn't need to offer another word as the two boys were already high tailing it down the hall, too scared to even look back.

He sighed and shook his head, picking up Meredith's back pack for her and dusting it off, leading her to a near bench. They sat side by side, the silence between them being enough for the moment.

Even though Derek and Meredith had grown apart the last few years, high school activities pulling him further away and making them both more aware of their age gap, he had never once stopped looking out for her. He cared for her like she was his own sister and would stand in front of a bus for her. He got her, and he was the only person in her life, save his mother, who bothered to do so.

Meredith played with the frayed friendship bracelet that was tied around her thin wrist. This was Derek. She shouldn't feel foolish or nervous sitting next to him, but she couldn't help it. He was a popular senior and there wasn't one girl in the whole school who didn't have a mad crush on him. Embarrassingly, she wasn't excluded from that group.

Derek cleared his throat and finally spoke, breaking the silence between them. "Can I ask… why the pink hair?"

Meredith shrugged and offered a half smile. "Trying to make mom mad."

He nodded a moment, playing with her answer in his mind. "Did it work?"

She scoffed. "No. She didn't even notice."

Derek frowned at the dejection in her voice. "Wait till Mr. Haskel sees, I bet it'll blow his toupee through the roof."

She shook her head quickly. "He already did. I could tell he wanted to say something… but mom gave that big donation to the science department last year, so…"

She let her voice trail off, not needing to finish the rest of her sentence.

Derek sighed and studied the girl he'd known since only a few weeks old. He could see the pain so clearly in her eyes and wished there was something he could do to take it all away. But knew that the only person who could ever completely fix Meredith was Ellis, and that wasn't going to happen any time soon.

"Hey Grey!"

They both looked up to see Mark come trotting up to their spot in the hall way. Derek nodded to his best friend and Meredith gave an attempt at a smile.

"I heard you almost roughed up two sophomores!"

Meredith rolled her eyes and Derek let out a chuckle. News traveled fast at their school.

"Anyways," Mark continued. "You better hurry Derek, Coach Peterson wants you to pitch tonight, he said you should start getting warmed up."

Derek nodded and Mark winked at Meredith before hurrying away towards the baseball field, leaving them alone once more.

"You can go Der. I'm fine. You didn't have to do what you did… but thanks." She smiled and finally met his gaze, her green eyes getting lost in his blue ones.

Derek returned the smile. "Sure I did. You're my Meredith." He said as if it were the most normal thing in the world.

"_My Meredith_." She laughed. "Seriously?"

"You always will be Mer." He laughed softly and she turned to see a few more of Derek's friends, dressed in their baseball uniforms waving him over.

"Good luck at your game." She offered, still staring straight ahead.

"Thanks Mer." He answered softly.

Meredith turned to say more at the same time Derek leaned in to rest a kiss on her cheek, his lips brushing barely against the side of her open mouth. Her eyes widened in shock as he winked and jumped up, tossing a quick wave at her stunned form as he jogged away, disappearing around the corner.

She sat there a moment, her fingers slowly coming to her mouth where she could still barely feel his flesh on hers. She knew it was silly, that she was being ridiculous. It had been an accident. He hadn't meant to kiss her mouth. But she didn't care. In her mind it counted. This day would forever go down in history as the day she had her first kiss. And even better, it would go down in history that her first kiss had been from Derek Shepherd.

* * *

As the years passed, time shifted Meredith and Derek further and further apart, as it so often has the tendency to do. Derek went off to an out of state college, coming home for a quick Christmas here and a brief summer there. And Meredith had focused on her academics, earning herself prestige scholarships at more than a few Ivy League colleges.

As her senior year ended, she found herself eagerly awaiting her last summer of freedom before entering the grown up world. Only a couple months left and she would be out from under her mother's absent, but dominating, control. Her official graduation ceremony was the only thing now standing between her and her carefree days laying around the pool, bidding farewell to her youth.

Derek found himself pulling up into the long driveway of his parent's house. He parked his jeep and stepped out of the vehicle, stretching his sore legs from the long trip he had just endured. He yawned as he moved his arms above his head, ridding his back of the kinks the trip had also supplied.

He looked at the large white two story house he had grown up in and sighed. It had been a while since he'd been home. Too long. He felt bad but knew his mother and father understood. He had taken such a heavy load of classes to be able to get in to med school one year ahead of most students his age. His dedication had paid off and he was about to head into his second year of med school only home for a quick weekend while he waited for his new apartment to be ready. He was growing up and the bachelor pad he currently shared with Mark and Sammie just wasn't his thing anymore. He wanted to be serious now, three more years and he'd start his internship and he'd be even closer to being the world renowned surgeon he'd told everyone he was going to be.

Something caught his attention out of the corner of his eye and he turned to see a young woman hurry out of the house next door, juggling some note books and a back pack and purse while obviously trying to find her car key as she hurried to the parked car in the drive.

Derek took a step back when he realized that the young woman was Meredith. _His_ Meredith. His little knobby kneed, brace faced, tag along buddy from his childhood. But she wasn't any of those things any more. She was all grown up and more noticeably, she was beautiful. Her long blond haired flowed carelessly behind her as she pulled the car door open with the bare foot of one of her long legs.

He folded his arms across his chest and smiled. It had been a long time. Too long, he repeated in his head. His Meredith had grown up all by herself.

Sensing a pair of eyes on her, Meredith dumped her belongings in the back of her tiny car and looked up, hiding the gasp that threatened when she locked eyes across the yard with none other than her childhood best friend.

"I almost didn't recognize you." She smiled flirtatiously, steadying her hands on the roof of her car to hide the fact they were shaking nervously.

"It's been a while hu?"

"You can say that." The two old friends stared a minute, both still in awe at what time had done.

"So I'm graduating… tonight actually…. My mom's going to be there and then we're going out to eat. Should be nice." Meredith shrugged, berating herself for feeling like she needed to ramble.

"That's great Mer. I'm so happy for you." Derek said honestly, a prick of hope in the back of his head that she and Ellis had worked out their differences.

"How long are you in town this time? You are going to actually let your mom cook you dinner? It drove her crazy last time when you didn't even stay long enough to sit down."

Derek laughed softly and nodded. "Yes… I'll let her cook me dinner this time… I don't know why she doesn't think I've had a good meal since I left… but it makes her feel better so I'll play starving student for her. I'm going to head back in sometime Sunday…. as soon as my new apartment is ready."

Meredith nodded, finding herself lost in what a handsome man Derek had quickly become. Gone was the boyish stature and skinny features. His dark hair was longer and a sexy layer of stubble covered his lower face. His eyes were just as blue, but there was something different about them now. Something she couldn't put her finger on.

She glanced at the time on her phone and groaned. "I gotta run… we have rehearsal before the ceremony tonight. But it was good seeing you… maybe I'll run into you again before you head back to school."

Derek nodded in agreement and held his hand up in a wave as she hurried in her car and drove away. He paused a moment before opening his passenger door on the jeep to retrieve his bag. Why was his heart pounding like that? Why had his stomach flip flopped when she'd giggled and tossed her hair over her shoulder? It was Meredith. _His Meredith_. But that was the thing… she wasn't _his_ any more and it scared him to death.


	3. Chapter 3

**Here's kind of 2 updates in one. Thanks for all the comments! And just so you're forwarned..the next few updates will be mature.**

* * *

Derek drove slowly down his street later that night, after having a few drinks with some buddies who were also home from college for the summer. He started counting the cars that were lined on both sides of the street but gave up at fifty. He furrowed his brows as he noticed even more cars as he got closer to his house, now they were doubled parked, in front of driveways, on sidewalks, and throughout Meredith's front yard. Luckily there wasn't anything blocking his path as he pulled in and parked his jeep, shaking his head at the heavy stream of teenagers coming to and fro Meredith's house.

He closed the jeep door with a heavy push and turned to walk in when he noticed something in Meredith's front yard. He took a few steps closer, squinting in the darkness and sure enough his eyes settled on Meredith. She was dressed in a tight black dress, the silver graduation cap still settled carefully on the top of her head, as she swayed back and forth to music apparently she could only hear. Derek didn't miss the almost empty bottle of tequila she nursed gently in her hands.

He was frozen in place, completely entranced as the thin material clung to her perfect curves. She seemed to be moving to her own seductive tune and for the first time in his whole life… Derek was at a loss for words.

He cleared his throat and walked closer, shaking his head to clear it of all the inappropriate thoughts that seemed to be clouding it. As he got closer he could see the pain on her face. Indiscernible to the others partying around her, but completely obvious to the man who had wiped many of her tears as a young boy.

"What's going on Mer?" He said softly, breaking through her purposed isolation.

Meredith eyed him a moment before taking a long swig of the burning liquid from her bottle, not even flinching as the strong alcohol scorched down her throat.

"It's a _party_… I'm _celebrating_! This is supposed to be one of the happiest freaking moments of my life right? I got accepted to the best colleges around the nay...the ner... the noh…the world…" Meredith slurred. "And my very own mother couldn't give a horses hiney! She couldn't put her freaking scalpel down for two seconds to come to my stupid graduation! But why should I be surprised right? I should be used to this! This shit is my life! So… I'm havin a _party_ Der-bear."

Derek sighed, tilting his head as he watched her take another long drink. This wasn't good. He wasn't sure what he should do or say, but his thoughts were interrupted by a group of boys around Meredith's age piling out of green truck and hurrying up her front lawn.

"Hey Meri baby! Come party with us!"

"Okay." She said nodding her head as if it were a command, turning to follow the rowdy males, all leering at her in her tiny tight dress.

"I don't think so Mer!" Derek called, grabbing her arm and swinging her back, shooting the young boys a look that let them know they weren't to come near her. They shrugged and hurried off, near the real fun going on inside.

Meredith stumbled, the heal on one of her fancy shoes catching in the soft grass and causing her to stumble, Derek's strong arms catching her and pulling her close to his chest.

"I didn't even know those boys." Meredith giggled.

"That's it Mer. No more alcohol for you." Derek said, struggling with her a moment until she surrendered her bottle and he poured what little was left of the tequila on a small bush to his side, earning a pout from the still very intoxicated Meredith.

Derek shifted her to his side, clasping one of her hands in his and supporting her wait with his other, aiming her towards his house, wanting to get her out of the scene.

He laughed as she fought to move, the task of putting one foot in front of the other more difficult than expected as they moved slowly. He looked up in time to see his father approaching, a small frown on his face as he took in the sight. Derek turned to his left to watch Dr. Webber from across the street approach him at the same time as his father.

The two older men greeted each other, sharing a knowing look. Derek looked back and forth between the two confused, but his father spoke before he had a chance to inquire.

"All right son, you go on and take her inside. Richard and I will break this up." He clasped his friend on his back. "Let's go announce the parties over."

"So sad." Richard replied sarcastically as the two men crossed the yard and disappeared into Meredith's full house, leaving Derek alone with Meredith.

Derek shrugged, figuring he'd talk to his father about it later and turned back to Meredith who seemed to only be half conscious.

"Come on Mer." He coaxed, trying to get her to move forward, only to have her stumble even more.

Derek bent down and swept Meredith up, an arm behind her back and the other under knee, cradling her close.

Meredith's face was only inches from Derek's and even though her breath was overpowered by tequila, something in the warmth made him shutter.

"Take me for a ride Derek." She whispered seductively, moving her lips to his ear, causing him to breath in an intoxicating aroma of flowers.

He laughed as he felt her body grow heavy, the alcohol getting the best of her and causing her to pass out. Derek continued inside his house, climbing the stairs carefully and reaching their guest bedroom. He found the door empty and stepped in to see his mother finish making up the spare bed.

She motioned for him to lay her down and Derek complied, resting her head on the soft pillow and pulling the fluffy covers over her thin dress and tucking them protectively around her small body, swallowing the lump that formed in his throat as he looked down on her, her features mature, yet innocent in a way that made his heart ache.

"How'd you know mom?" Derek asked, the way both his parents and Dr. Webber were acting, it seemed they knew something he didn't.

His mother sighed and rubbed her tired face as she leaned against the doorway. "I knew when I saw the first car pull up… I figured Ellis hadn't shown up to the graduation ceremony. We're used to how Mer decided to deal with these things…."

"This has happened before?" He asked shocked.

His mother nodded sadly. "Ya. A lot at first. There was the Honor Roll banquet Ellis missed, the time she was awarded first place on her science project, the mathematician award…" She let her voice trail off, signaling there was so much more. "We thought she had outgrown it though… we haven't had a party since the beginning of the year." His mother shrugged defeated. "I think it really hurt her this time."

Derek turned his back to his mother and blinked quickly, not willing to let her see the emotion in his eyes. A broad range of feelings swept over Derek. Pain, hurt, anger, regret, and most of all guilt. He'd been selfish and turned his back on his best friend. He hadn't bothered to find out what was going on in the life of the girl he'd vowed at a young age to take care of.

His mother noticed the pained look that crossed Derek's features as he stared down at Meredith. "It's not your fault Derek."

He struggled a moment to regain his voice. "Ya… but she's _my_ Meredith. I should have been there for her. Not turn my back when she needed me the most."

His mother shook her head and sighed softly, turning and disappearing down the hall, leaving Derek alone with a sleeping Meredith. He stared down at her beautiful face and moved his hand to softly brush a strand of golden hair out of her face. His fingers lingered on her soft skin a moment before leaning down and pressing his lips firmly on hers.

She stirred a little and Derek jerked away. "Der-bear?"

"Ya Mer?" He whispered back.

"I love you."

Derek smiled and whispered again. "I love you too."

He watched her only a moment longer as she settled back to sleep, a smile creeping across his face. He turned and moved for the door, turning the light off and closing it behind him. He quickly decided that there wasn't a rush to hurry back to school. He had a few months before classes started up again and sticking around home might be interesting this summer. After all... home was where his Meredith was.

* * *

Meredith shifted back and forth on her bare feet, pressing her finger to the lighted button, listening as the door bell echoed through the large Shepherd house. She had avoided this place for three days. Waking up with an incredibly aching head and feeling more embarrassed then she could ever remember feeling that Saturday morning after her humiliating graduation party, she had snuck out of their house and proceeded to busy herself away from home at work, successfully avoiding Derek all together. She could only imagine how immature and ridiculous he found her and was glad he was long gone by now, probably already settling in to his new apartment.

She waited patiently for Nicole Shepherd to answer the door. She had grown close to Derek's mom in the last few years and wanted to apologize for her behavior a few nights before. She also held a book in her hand that she had borrowed from Michael a few months back and had come across it while packing up her room that evening.

The door suddenly swung open and Meredith took a few steps back in surprise, her eyes resting on the tall figure that stood in the door way. Derek smiled and folded his bare arms in front of him, the material of his sleeveless t-shirt pulling tight across his muscular chest as he watched amused at Meredith's stunned expression.

"Are you going to stand there and stare at me all night or would you like to come in?"

Meredith immediately snapped her mouth closed and tried to recover. "I…uh..I.. um…I was not staring! It's just that you're not supposed to be here. You said you were going back last night… and your jeep's not in the driveway… so I didn't expect… I was not staring!" She repeated, trying to pull her eyes away from Derek's tanned biceps, cursing herself for stuttering like an idiot.

Derek chuckled earning an annoyed huff from her as he held the door open and motioned her in, letting his eyes fall to the tight grey material of her tight thin cotton capri's, enhancing her back end curves in the most voluptuous way. She turned back to Derek as she passed and he had to look away as he immediately noticed the white t-shirt she wore was just as tight and her curves there were even more tempting.

"So.. uh..um… Drink! Would you like a drink?" Derek asked hurriedly, avoiding eye contact as he moved into the kitchen, Meredith following closely behind.

"Sure." Meredith answered, resting the borrowed book on the counter and leaning against it, folding her arms across her chest as she watched Derek dig through his fridge for the offered beverage. She noticed his legs were tan and his calves well shaped, the soft material of his workout shorts only barely coming to his knee and letting his formed quads peak.

"You know… as much as I loved drunken Meredith… I think I'm going to pass over dad's beer and offer you a coke."

Meredith rolled her eyes and giggled. "Coke will be fine."

Derek couldn't help but smile at the engaging sound of her giggle. It was a sound he had missed so much and didn't know how long he'd be able to go without hearing it again.

Derek handed her the cold can of soda and grabbed one for himself, leading her back into the living room and plopping down on the soft worn couch, patting the cushion next to him signaling for Meredith to join him.

Meredith hesitated a moment, taking a breath to calm her nerves. She was being silly. This was just Derek for crying out. Old Der-bear, the butterflies in her stomach must be for something else.

Meredith kept her gaze straight ahead on the television, groaning as the commercial break ended and a bunch of men in uniforms and baseball hats filled the screen.

"A game? You have got to be kidding me. Kill me now." Meredith teased.

"Hey!" Derek replied in faked offense. "It's the Yankees and the Cubs! You can't get better than this."

Meredith pulled her feet under her and settled into the couch, feeling more relaxed each minute. He was just Derek. This would be fun. Like old times.

They watched the game, innings passing like minutes to Meredith who had never sat still for an entire baseball game in her whole life. It was fun. She asked annoying questions while he pretended to be irritated that she'd forgotten everything he'd taught her years ago.

"But that was three balls. He's out!"

"No Mer… it's three strikes and your out… and you get four balls."

"Oh... right. So four balls and you're out?"

"No Mer… four balls and you get a walk."

"What happeneds if they run?"

"What do you mean?"

"Well what happeneds if someone gets a walk, but he runs instead. Is he out?"

Derek finally turned to meet Meredith's furrowed brows and couldn't help but laugh. He shook his head and pushed her shoulder.

"Hey! I was just asking _Der-bear_." She bit her lip to keep from laughing as he groaned and tried to glare, not succeeding very well.

The small phone tucked in Meredith's waist band began to sing and Meredith pulled it up, flipping open the screen to see she had a new text message. She quickly glanced at the sender's name and tried to flip it shut before Derek noticed, but not being fast enough.

The small device was plucked from her hands earning a surprised gasp.

"Give that back!"

"I don't think so! Who's…" He tilted his head and read the name. "…Troy?"

"No body! Give it back… I'm warning you!" She tried to sound serious but failed miserably.

Derek rolled his eyes, eyeing her small body. He continued to push buttons until the message was pulled up. "_You looked hot Friday night…Wish we could've been alone… I want to see you… call me_." Derek made a face. "Seriously?"

Meredith snatched the phone back and put it back in her pants, folding her arms and turning back to the TV. Her expression had changed and Derek wondered what it was. She wasn't really mad at him… it was something else and he didn't know what.

"I'm sorry Mer. I was just teasing. I shouldn't have read your message."

Meredith turned surprised. She studied Derek's handsome features a moment before finally talking. "Troy's my ex-boyfriend."

Her voice was soft and even though something inside Derek immediately screamed jealousy, he swallowed it and let her continue.

"He dumped me. A few months back. I thought things were good… I even thought I might like him… but then I found out he had been sneaking around with Kendall the whole time."

Her voice sounded hurt but Derek couldn't help blurting out. "Kendall Bones Jones... _Kendall_?" Years later he still remembered the little hoochie that almost everyone on his baseball team had scored with.

"Ya... her. Apparently I wasn't willing to satisfy certain needs… so he was having them fulfilled elsewhere." She laughed a disheartened laugh and shrugged. "You know it's funny though... almost ironic. I got stuck with this bad girl reputation… my mom's even called me a whore on more than one occasion… but I've never actually… you know…"

She laughed dryly as her voice trailed off. Derek furrowed his brows, comprehension not dawning. He studied her a moment before it hit him and his eyes widened and mouth dropped as he finally got what she was saying.

Meredith wacked him in the chest, her own eyes widening. "It's not _that _hard to believe Derek! I've just never been ready… I want my first time to be special… for it to be with the right person."

Derek rubbed the spot her small but powerful hand had left a bruise and nodded in agreement. "No..it's not hard to believe Mer… I think it's great. You're first time should be special."

They sat for a moment, the baseball game long forgotten, their minds whirling in thought as their arms gently touched.

"How did you know Derek? That your first was the right one?"

Derek shook his head and chuckled. "She wasn't. I wished I would have waited Mer. You only get that first time once. But I imagine…the right one… would be someone you're comfortable with. Someone I cared about more than life itself. Someone who's mere presence lights up the room and the simple sound of her giggle fills me with complete joy."

Meredith turned her head, noticing his voice grow lower and lower, and her breath caught in her throat as she saw his face was only inches away, his warm breath washing over her face and causing the hair on her neck to stand. His eyes lowered and studied her mouth as he continued, Meredith's heart racing frantically as she saw the blue in his eyes darken, a look that had never been cast her way, but a look she had dreamed about for so long.

"Someone who, when they're hurting and in pain, a piece of you actually breaks." Derek was now only centimeters from her mouth and Meredith found it completely impossible to breathe or talk or do anything for that matter. Her own eyes were trained on his large lips, slightly parted, and she involuntarily grazed her tongue across her bottom lip, preparing herself for what was inevitably to come.

"I'm going to kiss you Mer." It wasn't a question, it was a fact. His deep voice doing something to her insides as she nodded, the only response she was capable of supplying.

Derek's large hand moved up to the side of her face, cupping her perfect jaw as he pulled her forward. Their lips met, slowly and gently as they both experimented with the new sensation. This was Meredith, it shouldn't feel so completely right and so completely amazing to be kissing her. But it did. It felt way beyond amazing and he wanted more. He needed more.

Meredith thought her heart might pound out of her chest and she prayed Derek couldn't hear it. Her legs went week and something stirred inside her that she had never been aware of before. Derek's gentle hand became firmer as his other moved to her hair, pressing his lips harder against his, deepening the kiss.

She slightly parted her lips, cautiously, unsure if it was okay, but was met with Derek's demanding tongue, moving against hers in a seductive rhythm. It was almost too much, his taste, his smell, his strong hands moving through her hair, she opened her mouth further and soon their tongues were fighting for power.

A small moan vibrated through their mouths and Meredith was embarrassed to realize it came from her. It seemed to undo the last of Derek's resolve and, without pulling away, he quickly shifted, pulling Meredith flat on the couch and covering her delicious body with his hard one.

They continued the heated kiss, Derek very aware that his hard erection was pressed against her thigh as he grinded his body slowly up and down, enjoying the way Meredith lifted to meet each movement. He pulled away a moment, looking down in her flushed face and smiling at how beautiful she was, her lips swollen, eyes half closed it pleasure.

He moved his hand carefully and slowly until it found the bottom hem of her shirt, studying her face as he inched his hand up. His fingers played against the soft skin of her abdomen as he brushed past her tight stomach and found his goal. He waited a moment before continuing, taking her soft smile as permission, before moving his hand up and under her bra, cupping her full breast in his large hand. He massaged a moment, feeling it's peak harden against his hand and moving his fingers to tease her nipple.

He pinched and pulled softly, delighting in the way she moaned and arched her body in pleasure. His lips crashed down against hers again, needing to taste her, needing to be as close to her as possible as his hand continued to explore her body.

Abandoning her breast, he moved his hand down to her pants, slipping them in quickly and finding her panties wet. A moan filled the room, this time from Derek as he moved the silky material away, eager to feel her, eager to show her what real pleasure was.

Before Derek found his new target, a noise was heard at the front door, keys jingling and then the lock being turned. Derek sprung up, Meredith following as she fixed her hair frantically, crossing the room to the opposite chair and adjusting her blouse.

Seconds later Michael and Nikole entered the living room, home from their night out and smiled pleasantly surprised to see Meredith and Derek, watching the end of a baseball game.

"Meredith! I'm so glad you were able to come over and keep Derek company. I was afraid he'd be all lonely, watching his boring baseball all by himself." Nicole said cheerfully, perching herself on the couch next to Derek, who sat with a throw pillow clutched tightly to his lap.

Meredith stuttered, flustered beyond belief at what had just happened, and what had almost just happened between her and her childhood protector. "Um.. ya… no problem. I should actually be going… I was just returning your book… um thank you.. see you later!"

Meredith hurried out of the room avoiding eye contact with Derek as she smiled at both his parents and exited through the front door.

The three Shepherds sat in silence for a moment, not talking before Nikole broke the silence.

"So Derek, can you believe how grown up Meredith is now. She sure is beautiful. Why … I remember like it was just yesterday you two running around in your underwear through the sprinklers. My how time flies."

Derek only nodded, his heart still racing, his hands still tingling, and lips throbbing from her tiny bites. She was most definitely not little Meredith any more. He had only had a taste, and he quickly decided it was most definitely not enough. He needed Meredith, in more than one way.

But was this wrong? Was he taking advantage of her youth? Of her innocence? She was like a kid sister growing up. Sure he loved her… both the thoughts and feelings coursing through his mind and body was of a whole different ball game. Would it be worth it? Crossing this line was dangerous, and after he did… he knew there would be no going back to what they were before. He didn't know if he should risk loosing Meredith as his best friend. But worse of all… he didn't know if Meredith was even willing to take that chance.


	4. Chapter 4

**A/N: I had some minor computer problems that seem to be all worked out. I'm sorry to leave you hanging like that. But thanks for all the reviews! I love it.**

* * *

Meredith moved around her room, deciding that finishing the packing she had started the day before would be the perfect distraction. She had a few weeks yet until she would actually leave to college, but there was a lot of stuff to go through. Eighteen years of memories and junk to sort out. Besides, rummaging through her closets and organizing her drawers kept her mind occupied, kept it from wandering, kept it from Derek.

They had kissed. _He_ had kissed _her_. And it was without a doubt the most amazing perfect kiss she had ever experienced in her entire life. Everything that she had heard about fireworks shooting in the background when you kissed the right man, suddenly rang so true for her. She had experienced feelings and sensations she never knew she was capable of knowing.

But it was troubling and terrifying at the same time. This was Derek. The boy next door she had grown up with tagging along during the summer. He had always looked out for her but in a big brother obligatory kind of way. He was always patting the top of her head and rolling his eyes at her like she was a kid sister. Could he really be feeling the same things she was feeling for him?

It didn't seem possible, and that scared her to death. He had probably got lost in the moment. She had embarrassingly spilled her guts all about how she was a virgin, and didn't know how she'd know when she was ready, when she found the right guy. He had probably just felt sorry for her. Felt sorry for the poor little virgin next door.

Her cheeks flushed from embarrassment, but as quick as the humiliation came, it was gone replaced by anger. Who did he think he was? Was he really so cocky and arrogant he thought he could kiss her for no reason and get her hopes all riled up? She shook her head. He was definitely messing with the wrong girl.

* * *

Derek paced on the front porch. This was bad. This was really bad. All he could think about was Meredith. Since their amazing kiss last night all he could think about was her soft lips and voluptuous curves pressed underneath his own body. The way her mouth tasted. The way her hair smelled. Her soft moans that sent him over the edge. Everything about her drove him crazy. This was really bad.

He couldn't start something with her. Could he? She was Meredith. His best friend. His sister. Well she technically wasn't his sister so he decided he should most definitely stop referring to her as that. Because the things he wanted to do to her was not something you think about with your sister. Most definitely not. This was bad.

He was twenty three, almost twenty four. She was only eighteen. He had graduated from college and was now working on his medical degree. She had only just graduated high school and was about to start college. They were in different stages of life. Complete opposite ends of the spectrum. What the hell was he doing?

He wanted her and he wanted her bad. More so then he had ever wanted another woman in his entire life. And he had been with many women. Mark and he weren't labeled the most eligible bachelors for nothing. There was a reason women swooned and threw themselves at his feet everywhere he went. He was handsome, talented, wealthy, and in pre-med to boot. He could have his pick of about any female any where he went. But frustratingly, none of that mattered now. All he could think about was Meredith and finishing what they had started the night before. Over and over again.

But again, was this wrong? Was he taking advantage? He was afraid the answer was yes. But he had to see her. He had to know what she was thinking. What was going through her mind.

So he ran a hand through his hair before he stopped pacing on Meredith's porch and pressed the door bell. His heart racing as he waited for the door to open. If he could see her just one more time, maybe all his doubts would be cleared and the answers to his questions settled. Maybe, just maybe, she was feeling the same way he was.

* * *

"Meredith!"

Meredith jumped, her mother's voice the last thing she'd expected at three o'clock in the afternoon.

"Hey mom." She answered cautiously.

Her mom hadn't said two words to her since coming home Sunday night to find the carpet completely trashed from the little party that had gotten out of control. She knew Richard must have talked to her before she'd got home because her face wasn't nearly surprised or irate as she'd imagined. It was still angry, but more annoyed than anything else.

"I assume you got all your immature and juvenile behaviors out of your system and there will be no more partying?"

"Yes mam."

"Good. Since you are headed off to college in a few weeks anyways, I'm having the house completely recarpeted and painted. No memories here worth saving. They start work on Friday. You will need to find somewhere to stay for the weekend. I'll be on call beginning on Thursday and won't have time to make sure you stay out of the workers way. I've talked to Nikole and she's agreed to let you stay as a guest. Please remember that you are a _guest _and don't do anything stupid to embarrass me. Let's try to keep some dignity these last few weeks shall we?"

"Mother…" Meredith opened her mouth in protest, ignoring the stinging comments and degrading put downs and opting to focus on the more important situation. She was expected to stay at the Shepherds for the whole weekend? That would be bad.

"Meredith." Her mother warned.

Any argument that was to come was instantly canceled by the door bell ringing, its chime echoing through the house.

Ellis shot one last glance at her daughter before hurrying down the stairs. Meredith listened as the door was opened and her mother greeted the visitor cheerfully.

"Why Derek! What a pleasant surprise."

"Hello Dr. Grey. It's been a while. You look exactly the same as last time I saw you. Breathtaking."

Meredith groaned and rolled her eyes. He had always had a way with her grouchy mother and she had never figured out why.

"Oh Derek…you flatterer. And please… call me Ellis. You're all grown up now. Fast on your way to becoming a doctor. Have you given any more thought about what specialty you're interested in? I still stand by what I told you when you started med school. Surgery is where the fun is."

Derek laughed. "Yes... actually I have given it a lot of thought and I'm pretty sure Neurology is for me. There's something about the brain I love."

"That's great. It really is. Are you here to see Meredith? Maybe you can rub off some of your level headedness on her. That girl's casual take at life is going to be the death of me."

Meredith was now completely engrossed in their conversation.

"Oh I'm sure she'll be fine. I heard she was quite the scholar this last year of high school. And she got into all those colleges. You should be proud."

"She could have done much better. If only she applied herself. Heck, if she spent half the amount of time thinking about her future as she did throwing these ridiculous parties, she might actually be someone someday."

Meredith had heard enough. Her stomach was sick and she had to swallow the bile that rose in her stomach. She already knew what her mother thought about her. That she was a nothing, a nobody, a failure. But having her share those qualities with Derek of all people. It was almost too much.

And why the hell was he here anyways? For another easy make out session? To bond with his mother over all the crappy things Meredith had done in her life to screw it up?

She went back to her packing. Not bothering to fold the sweaters as she shoved them in the box, not caring that her photo albums and yearbooks were jammed in with her shoe collection.

A soft knock on her open door caused her to jump a little, but she didn't look up, deciding instead to busy herself with discovering the mysterious contents under her bed.

"Mer?"

"Hmmm?" She asked distracted, using every ounce of will power in her body to keep her hands from shaking and still her beating heart.

"Can we talk?"

"What about?" She asked casually, steadying her breathing as her worst fear was about to be realized. He'd come over to apologize. Last night was a mistake.

"Come on Mer. Look at me. I think you know what we need to talk about."

Meredith sighed and pushed the box aside, slowly standing and wiping her dusty hands on her jeans. Taking a breath, she finally turned to face him, immediately regretting it as they locked eyes, the intense blue making her weak in the knees.

After a long minute of awkward silence, Meredith broke the stare and crossed her room, busying herself with something on her dresser.

"So it looks like we're going to be roomies this weekend." Derek laughed.

Meredith immediately shot him a heated look, not appreciating it one bit that he could find this whole situation amusing.

"Mer… come on… please don't be like this… at least look at me. We should talk." He said frustrated, running a hand through his hair.

"Please Derek. Don't." She said, finally turning and meeting him, folding her arms across her chest. "I get it… it was a mistake… you could never think of me like that. Fine. It's okay. You don't have to explain yourself."

Meredith used her perfected "fine" face and shrugged, pretending she was completely okay with it, when in fact, her heart was breaking on the inside. She had to look away, the wetness behind her eyes threatening. Her eyes settled on a can of hairspray that needed to be returned to the hall bathroom, and she moved towards the door, eager to hide herself in the security of her bathroom.

She had almost made it past Derek's large form when a strong had was stuck out and rested on her arm, his fingers gently wrapping around her and stopping her in her tracks. Meredith immediately flinched at the touch, the sensation bringing memories flooding from the night before. Memories she was desperately trying to forget.

Derek moved his hand quickly, confused at why she had shied at his touch. He studied her face and saw fear, something that made his insides twist in agony and his heart beat in despair. Last night had been a mistake for her. He had taken advantage.

"I'm so sorry Mer."

"Don't."

"Please Mer… I didn't mean…just please… don't shut me out of your life."

"I'm not shutting you out of my life."

"So… we're okay? We're still friends?" If he couldn't have her the way he wanted, he at least needed to know they could still be friends. He needed her in his life in some way.

Something snapped in Meredith and she let out a frustrated breath and clenched her fists. "Yes Derek. We can be _friends_." She spat the word back at him like it was venom.

Derek shook his head, completely blown away from her sudden anger. "What is your problem Mer?! Isn't that what you want? Friends?!"

"Yep. Exactly what I want. Friends. Best friends. Your little sis." She replied sarcastically.

"Exactly. So why are you so mad?" His patience was thinning by now and he was quickly regretting agreeing to work at his dad's office for the summer. All of the sudden, he needed to be far away from the woman he wanted but couldn't have.

Meredith stared back into Derek's raging blue eyes a moment, her heart that was beating out of control from pure anger suddenly turning its rhythm to lust. She wanted to kiss him. The urge to have his lips on hers almost too great.

Derek was frustrated. What had just happened? He had come with the intentions of pursuing the actions of last night, and now they were yelling. She was telling him she was his only his little sister, and it was making him mad.

"Damnit Mer." He said, their bodies only inches away, standing face to face in the doorway. He looked away, trying to regain his composure, trying to calm the fire growing inside him.

"Go to hell." She whispered, causing Derek to whip his head around, meeting the deep sizzle of her blazing green eyes.

Derek opened his mouth in shock. He didn't know what to say. Her eyes were full of emotion, an emotion he couldn't decipher. He moved his attention down her face, past her perfect nose and settled on her pink lips. He watched as they formed a determined scowl. They opened again and more harsh words exited.

"You are such a …"

The only thing Derek could think of to stop her from uttering more profanities in his direction was to kiss her. He covered her lips with his in a sudden, possessive movement, silencing her immediately as he didn't wait for an invitation and thrusted his tongue into her mouth. It only took a moment before she was kissing him back, her teeth biting at his bottom lip roughly, tongue pressing against his forcefully. Her hands found his hair and she grabbed two fistfuls as he pressed her body suddenly against the wall, moving himself against her to press her curves against his firm chest. The kiss was heated and hot and finished the argument for them as they bit and pulled, both ignoring the pain, both not being able to get enough.

Then suddenly, as quick as the kiss had started, it was over. Meredith pulled away suddenly and ducked under his arm to hurry across the hall and lock herself in the bathroom. Derek felt cold and empty without her body next to his, without her lips pressed firmly to his. He followed and knocked lightly on the door, getting no response.

He tried for twenty minutes before giving up. Figuring it best to leave her alone. He walked down the stairs and out the door even more confused then when he had entered.


	5. Chapter 5

**A/N: Thanks for the reviews! Just a pre-warning.. this chapter is definitely mature. If you don't like that kind of thing... you might not want to read. This whole fic is a bit mature just so ya know.**

* * *

Derek walked into his parent's silent dark house late that Friday night. He noticed their car was absent from the driveway and figured they must still be at the benefit for his father's law firm they had been talking about all week. He was glad. He was tired and frustrated and the thought being alone for the rest of the night sounded perfect.

After shutting the door behind him and flipping the latch, he moved up the stairs, his body tired and mind exhausted. He had tried to forget about everything tonight. He'd went to a bar with Mark and a few other buddies and had did his best to focus on being carefree and having a good time. But it was no use. Everything reminded him of Meredith. The tequila one of the guys kept downing. The song on the radio in the background. Everything.

Even when his friends had turned their attention from the game of pool they had been playing to a group of girls across the bar, Derek couldn't help compare each one to Meredith. And not one of them could hold a candle to her.

He was frustrated. She had done her best to avoid him all week. Ever since their second kiss. The amazing heated angry mind blowing kiss. He was beginning to think Meredith had ruined him. No way could he ever kiss another girl again. At least not kiss another girl and feel the things she had made him feel. She had quickly turned him into a hopeless romantic sap; believing in soul mates and happily ever after's that he'd never given a second thought to before. He was through.

But what hurt the most, what frustrated him to his core, was that there was nothing he could do about it. He couldn't pursue her. It was wrong. She was young and innocent and he'd be taking advantage. As much as he wanted her with every ounce of his body, he'd have to be patient. He'd have to wait until she made up her mind. As hard as it was, he'd have to be the good guy.

As Derek reached the top of the steps, he turned to head to his room when a sound stopped him in his tracks. He listened for a moment, furrowing his brows in confusion as the sound of a girl singing filled his ears and he racked his brain for an explanation. He took a step closer to the noise, the voice apparently coming from the guest room, when understanding dawned.

It was Friday. Meredith was staying with them for the weekend. As often as Meredith had been on his mind that week, the small fact that he would be living under the same roof as her for two glorious days had suddenly slipped his mind.

Curiosity getting the best of him, Derek moved further down the hall, her sweet voice pulling him in like a lure. He listened at the door a moment, holding back a chuckle as he waited for her to finish the chorus.

"Few times I've been around that track and it ain't just gonna happen like that! Cause I ain't no hollaback girl! I ain't no hallaback girl!"

Not being able to resist any longer, he slowly turned the knob and pushed the door open quietly, his smile slowly disappearing as his eyes rested on her. She had her back to the door and was scantly dressed in a thin grey tank top and small pink striped panties. Her tanned, firm body moved evenly to the unheard rhythm coming from the ipod strings tucked carefully in her ears.

Derek couldn't move. All humor forgotten as his eyes darkened and pants tightened. She was perfect. Everything about Meredith was perfect.

Suddenly, without warning, she turned and their eyes locked. Something was exchanged in the look that made Derek forget he should be embarrassed for watching his best friend dance around in her underwear; and Meredith forget she should be surprised to turn around and find him watching her, eyes full of lust.

Using purposefully slow movements, Meredith reached up and unhooked the listening devices from inside her ears and carefully sat the device on the dresser. With out breaking eye contact, she crossed the room to Derek, very aware his eyes were slowly exploring her body, the deep look of desire on his face almost too much for her.

She stopped only inches from his body in the doorway and tilted her head seductively, knowing very well what she was doing.

"Is there something I can do for you Der-bear?" She asked softly, enjoying the way he squirmed, her heart racing in her chest.

"Umm…uh… no.." Derek whispered, barely able to choke out any words, not removing his eyes from the thin material unable to conceal her hard nipples.

"Well then…" She said softly again, this time moving her fingers to rest gently on his chest. "Good night." She smiled, pressing gently, causing him to take a couple steps back out of the room.

Before he knew what had happened, the door was closed and he was left in the dark hallway, his breathing heavy and pulse racing. He sighed and shook his head, heading towards his bathroom knowing that a cold shower was definitely in order.

Meredith leaned against the closed door, catching her breath. She leaned her head back and sighed. That was one of the hardest things she had ever done in her life. He had wanted her. She was sure of it. At least she thought she was. He had wanted her hadn't he? What if she would have kissed him? Would it have led to more? Would he have let it? Would he shut her down if she tried to take things further?

She wanted him. So bad. But she was scared. She didn't think she could handle rejection. Not from Derek. She shook her head and flipped off the light, leaving the room in darkness as she crawled into the soft guest bed. She needed sleep. She needed to go to sleep and forget about the way his eyes had looked at her approvingly, the way they had darkened and swept over her, lingering at her curves. She just needed to forget Derek all together.

* * *

Three hours and passed. One hundred and eighty minutes and Derek had yet to get a wink of sleep. He'd taken two cold showers, tried to read an old math text book he'd found under the bed, and even went as far as watching an old episode of Mr. Ed to get his mind off of Meredith. But it was to no avail. Nothing worked. Every time he closed his eyes he could see her beautiful body swaying to the music. Every time he took a breath in he could smell the flowery scent of her hair. Every time he mistakenly moved his tongue across his lips he could taste the kiss of days ago.

It was torturous. Pure agony. He had heard his parents come home and go to bed hours ago and knew Meredith must be sleeping as well. Just down the hall. Only feet away. He wondered if she'd sleep in her tiny tank and panties or if she was one to sleep naked.

Derek groaned and got out of bed, jerking the covers away in frustration. Another cold shower, he needed another cold shower.

* * *

Twenty minutes later Derek emerged from the bathroom that connected to his room. The shower had helped. Kind of. At least now he could say he was _really_ clean.

He stepped into his room, a thick white cotton towel tied around his west, another towel in his hand, vigorously rubbing the water out of his raven locks. The sound of his door opening caused him to turn around in time to see Meredith slip swiftly in, closing the door quickly behind her and turning the lock.

They stared at each other, eyes locking, breaths catching. Meredith couldn't help but let her eyes wander down, falling across the beads of water on his strong defined chest. The lines of his stomach interrupted by a small wisp of dark hair, starting only below his navel but trailing down disappearing under the towel that sat dangerously on his hips.

She watched silently as he moved the towel he was drying his hair with down slowly, his tanned biceps flexing inadvertently. She bit her bottom lip softly, desperately trying to recall the speech she had just spent the last three hours rehearsing in her head.

Derek's eyes searched Meredith's body. She still wore the tempting grey tank top but had pulled on a soft pair of green sweat pants, the words PINK in yellow letters running up one leg. They rested low on her hips, her flat tanned stomach peaking out from between her pants and tank.

Finally Meredith spoke, the charged silence being shattered. "I couldn't sleep."

Derek waited a moment before answering. "Neither could I."

He watched her curiously as she crossed the room, passing Derek to sit on the edge of his bed, delicately, like she was testing out the mattress.

"So I've been thinking…" She said, finally meeting his eyes.

Derek's heart began to pound as he watched her stand again, this time crossing the room to stand directly in front of him. He swallowed a few times, her feminine aroma invading his nostrils and the urge to touch her almost too great.

"…I think you should be my first."

Derek blinked. He struggled with every ounce of will power to keep his emotions in check as he forced himself to think rationally. As bad as he wanted her. As bad as he needed her. He didn't want to take advantage. He needed to be certain she was sure.

"I don't know Mer…" He voice was low and husky, his desire breaking through.

As he searched her eyes for answers, something changed. The beautiful green he had grown up with suddenly darkened and became smoky, her lust mirroring his becoming almost too much to resist.

She took a step closer, now only inches away as she moved her arms around his neck, pulling him down to meet her mouth. Her lips pressed hungrily against his and as she moved her hands to his damp hair. She forced her tongue into his mouth, going weak at his taste and loosing any nervousness that had accompanied her into the room. Derek moved his arms around her, pulling her close, her small body pressed tightly against his.

A soft moan escaped Derek's mouth, causing him to pull away, desperately trying to catch his breath as he looked down into her eyes. He only hesitated a moment more before finally asking, knowing there wasn't going to be any turning back after a minute more.

"Are you sure Mer?"

Meredith's eyes were on fire as she nodded, not saying another word. She took a step back, closer to the bed and kept her eyes locked on Derek as she raised her arms above her head for him to remove her shirt.

All hesitation was gone on Derek's half as he stepped forward and quickly obliged. His strong fingers found the bottom hem of the thin material and he lifted it gently up and over her head, carefully dropping it to the side, his eyes not leaving the new site he had just uncovered.

His eyes followed the soft delicate skin over her full curves, keeping his attention on her contrasted color of her nipples, hard and ready to be touched.

Derek could stand it no longer as he moved his hands up her stomach and took a breast in each of his hands, feeling himself grow harder and harder by the second as he massaged and caressed, letting his thumbs tease the peaks, enjoying the way her body leaned into his touch, aching for more.

In natural instinct, Meredith moved her hands across Derek's chest, her small fingers tracing the curves of his muscles, stopping to pinch his own nipples before moving down lower, exploring each line of his defined abdomen. She hesitated a moment at the knot of his towel before pulling lightly and loosening its hold, excitement shooting through her as the white cotton fell, exposing his hard erect member before her.

Derek watched Meredith's face with a smile as her eyes held on the part of him that was newest to her innocence. He moved his hands up to her face, cupping it gently in both hands and pulling her in for a passionate kiss. When he finally released her, he stepped back and noticed her eyes traveling south again.

"You can touch me Mer." His voice was low and sent chills up and down Meredith's spine.

She bit her lip nervously before feeling Derek's large hands embrace hers, bringing her to his hard shaft and moving her soft fingers up and down the length, showing her how to please him. Meredith was a quick learner and soon took over, their lips meeting again as she explored his parts. She grasped the tip and cupped him with her other hand, causing Derek to have to take a breath to remain in control. As their kiss continued and her skillful hands explored, he moved his hands back on her body.

They moved expertly down her body, across her smooth stomach, coming to the elastic band of her sweats where he didn't waste any time moving past to find she wasn't wearing any underwear. Nothing stopped his hands as he moved them down and slipped them between her legs. His fingers found her wet, more wet than he could remember any other woman being for him and he moaned.

"You're so wet Mer." He whispered into her.

"I'm sorry." She whispered back, her innocence turning him on even more.

"No baby. That's good. _Real_ good." He whispered again, his finger quickly sliding into her, causing her grip to tighten in pleasure and a moan of her own to follow.

Derek studied her face as he moved his finger in and out, taking care to be extra gentle and watch her face for any sign that he was moving to fast. All he got was quiet, satisfied moans and eyelids halfway closed accompanied by a small smile. He took it as an indication to keep going and so he moved his finger out and explored her innocent folds, coming to rest on a spot she wasn't even sure she knew existed before this moment.

He moved his fingers carefully and flawlessly, causing Meredith to move her hands back up to his arms, gripping his biceps in her fingers as she dug in her nails. Her body arched and thrashed, the sensations almost too much, almost too real as she begged Derek to keep going.

Derek waited for her to finish her orgasm, smiling at her flushed complexion and feeling a sense of satisfaction that it was he who had been the one to give her her very first. Meredith moaned in protest as he removed his hands from her pants, wanting to keep going, not wanting to wait a minute longer.

He chuckled, covering his lips with hers as he backed her to the bed, causing her to sit on the side and look up into his eyes. He stood in front of her, running his hands through his hair as she grasped his shaft again.

"Don't worry baby. We've only just begun."

* * *

Derek gently shoved Meredith back, pressing his hand against her bare shoulder. He helped her slide off her soft pants as she continued to scoot, laying back on one of Derek's pillows. He couldn't take his eyes off of her now naked body as he moved to the dresser, opening the drawer and shuffling around a moment before joining her on the bed. He lay next to her, stroking her hair as they became lost in each other's gaze.

This was perfect. Neither could believe how right this felt. Derek leaned in and kissed Meredith's lips again, exploring her mouth with his tongue and finding the need to be inside her more intense and more powerful than he had ever experienced in his entire life.

He pulled away to search her face if she was ready. He would be patient, he would take things as slow as she needed to, but the look in her eyes and the pleading on her beautiful face told him she was ready. It told him that all the extreme feelings coursing through his body were felt by her and that it was time. It was time to become one.

Derek moved up on his arms, hovering over her as she pulled the small square wrapper he had retrieved from the dresser from his fingers and tore the foil easily, removing the condom.

"Glow in the dark? Seriously?" She giggled, raising her eye brows.

"It's all I have. Are you complaining?" He asked nuzzling his lips into her neck, kissing a trail down to her breast.

"No." She gasped as he took a nipple into his mouth, igniting her fire all over again.

She moved her hands over his body, across his firm glutes, squeezing them before returning her attention to his member, finding it hard and ready. She positioned the condom over the top and rolled it gently on.

Not being able to wait any loner, his mouth trailing down to her opening and using his tongue just as masterfully as he had used his fingers, Meredith called out.

"Derek! Now."

Derek moved back up, covering his lips with hers and gently reminded her.

"Shhhh…we need to be quiet baby."

"I'm sorry." She whispered back, her insides on fire, ready to erupt. "Please… make love to me Derek."

Derek obeyed, shifting himself so his tip gently pressed against her opening. That simple sensation was enough to practically throw her into another orgasm as she gripped the cool sheets of Derek's bed.

He moved slowly, carefully, inching his way into her deliciously tight opening.

"Just keep your eyes on mine Mer. It'll be okay. I'll go slow." Derek soothed, watching as she squeezed her eyes shut in pain as he fully entered her.

He waited a moment until her face relaxed and she nodded her head for him to continue. Derek used slow deliberate movements as he entered and retracted, her hot muscles tight around him, making it difficult for him to hold back.

Derek watched her as soon the pain seemed to be completely gone and her body began to move against his, arching herself up against his body, causing his thrusts to increase in pressure.

Soon they were moving fast, breaths heavy, gasps desperate as they filled each other with never before experienced pleasure.

She eagerly bucked to meet his thrusts as she grabbed on to his back end to push him further into her, not being able to get enough. The sound of her quiet moans drove him insane and just as he thought he could take it no longer he heard her cry out.

"Oh my…Derek… I think I'm going to … again…" She gasped, her hands found his back and dug into his flesh.

He moved his mouth over hers to stifle their screams of ecstasy as they both came, muscles contracting and juices flowing.

It seemed the incredible orgasms lasted forever, by the time they both came down from the high, they were covered in a light sheen of sweat and gasping for air.

Derek fell to her side and pulled her close, burying his head in her hair and kissing it. Meredith wrapped her small arms around him, clinging on to him for dear life, never wanting to let go and never wanting to forget what she had just experienced. She had no idea sex was going to be so good. So amazing. Her heart was pounding in her ears and her chest rose and fell against Derek's in quick succession.

"Derek that was incredible." She gasped, still unable to wrap her mind around everything that had just happened.

"Mer… you have no idea."


	6. Chapter 6

**A/N: Here's a few updates in one since it took me a while to get this up. Plus I won't be around this weekend.. so review and let me know what you think and there will be more next week!!**

* * *

Meredith woke with a start, blinking her eyes to adjust to the bright sunlight peeking through the blinds. A smile formed on her mouth as she felt Derek's naked body still pressed firmly against hers. Last night had been amazing. Incredible. She calculated that they'd gotten no more than a couple of hours sleep total. Every time either one of them would drift off, the other would be ready for another round. But neither one had complained, both caught up in the surprising yet incredible force that seemed to draw them together over and over again.

Meredith glanced at the clock and groaned. If she didn't hurry she'd be late. Her shift at the community pool where she was lifeguarding this summer started in thirty minutes and she needed to sneak out of Derek's room before his parents realized where she was.

She slipped quietly out of Derek's arms, careful not to wake him, needing to be fully dressed before she told him goodbye to avoid any delays. As tempting as that delay would be.

She pulled her tank and sweats on quickly, fixing a sloppy pony tail in the mirror before sitting softly on the side of Derek's bed, running a hand through his hair.

"Derek."

"Mmmm."

"Der-bear."

"Mmmm Hmmm."

Meredith groaned, wanting to hurry. She leaned down and kissed him hard his lips, immediately feeling him return the action, his hands quickly moving up her body to pull her on top of him.

He finally opened his eyes and smiled. "Again baby? I think I've created a monster."

Meredith slapped him playfully on his bare chest. "You sure weren't complaining last night."

Derek quickly shook his head. "No. Nope. Definitely not complaining. More then happy to meet any needs you might have. Especially if these needs require you and me naked."

He pulled her down for another long kiss, Meredith almost loosing all will power. Finally, as the kiss grew heated and his hands began to wonder down her pants, she pulled away.

"I gotta go. I work today."

Derek's face fell and he frowned. "What? Why?"

"Because some of us don't have parents who let them free load off of them all summer." Meredith rolled her eyes.

"Hey! I'm not free loading! I'm working at my dad's office. Remember… that's why I stayed."

"Sure. And how many times have you actually been in to his office since you got here?" She teased, raising an eyebrow.

Derek folded his arms across his chest. "I've been busy. Getting settled in."

"Okay. That's fine then. You finish settling in today… while I go earn an honest living." She kissed him quickly on the lips, enjoying the fact that she could do it freely, before hopping off, slipping out of his grasp.

"I don't finish till later this afternoon. So call me…" Meredith hesitated at the door, suddenly nervous. Was she being too presumptuous? Would he want to see her tonight? Would he be willing to repeat his actions of hours before? She suddenly felt very unsure. "I mean… if you're not busy or anything. Or your bored… or interested or whatever." She quickly rambled, opening his door and hurrying out, sneaking through the hallway into the safety of the guest bedroom, where she hurriedly dressed and grabbed her bag and keys to leave for work, wondering what would come of everything that had happened the night before.

Derek sat staring at the door. Meredith had hurried out before he had had the chance to answer. Of course he wanted to see her again. Of course he was interested. Wasn't she? He turned his gaze to the ceiling as millions of thoughts coursed through his head. What they had experienced last night, what they had shared, had been completely new and mind-boggling, yet breathtaking and incredible like nothing he had ever experienced.

He'd been with women before. More than he could count. Thanks to his best friend Mark, his early college years were spent finding a woman for the night and kicking them out in the morning. His speed had slowed down as he got older and became more serious about life, and now one night stands were few and far between, choosing to stay with girls that could be considered his girlfriend for a few months before moving on.

But never in his life had he felt the way he felt when he kissed Meredith. The sensations and excitement that shot through his body when they touched, when he took her to her pleasure, when she let him reach his, was something he'd never had the privilege to encounter before. And he had a hard time believing it was something any other woman could ever make him feel.

But what did Meredith think about all this? Was he just an experiment, a friend she was using to get her first time out of the way? He wasn't sure. He knew she shared in the awe of the incredible feelings they'd experienced last night, but she was young, and inexperienced, she could hardly realize that what they had was different, was unique.

They needed to talk. Things needed to be said. They had definitely crossed a line in their friendship that couldn't be ignored. And he didn't want to ignore it. He would call her and take her out tonight. On a real date. Show her that he was serious about pursuing a relationship, that they would be amazing together.

A thought crossed Derek's head, causing him to jump up and throw on a pair of sweats as he ran down the stairs full speed, throwing the front door open only to find Meredith's car already gone. Derek sighed and walked back in the house, head down in frustration.

"Where's the fire son?"

Derek looked up to see both his parents sitting at the kitchen table drinking a cup of coffee over the paper, confused looks on both their faces.

"Oh…um…. no…it's nothing….just….Did Meredith already leave?"

"A few minutes ago, why?"

Derek shook his head. "No reason really…it's just… do you happen to know her cell number?"

His mother frowned. "No dear I'm sorry. Ellis had her phone shut off a few weeks back and I never did have the chance to get her new number. Are you sure you're all right dear?"

"Fine." Derek mumbled, walking back up the stairs defeated. He didn't have her phone number. How was he supposed to call and make plans? Call and reassure her that last night was something special?

He shook his head as he dropped his pants and stepped into the shower, desperately trying to figure out a way he could get a hold of her. He hoped she wouldn't jump to conclusions when she didn't receive a call, he hoped they wouldn't ruin something with such great potential before it even had a chance to get started.

* * *

"Dude, what is your problem today? I just said the words _girls_ and _naked_ in the same sentence, and all I get is a 'that's nice'. Something really must be wrong."

Derek tried to smile as Mark went on about his wild time a few nights before but Derek couldn't concentrate. All morning and afternoon, he'd called anyone and everyone he could think of to find out where Meredith was working, but unfortunately they had grown up in separate social circles, and no one had been of any help. Hours later he'd finally given in to a plea by Mark to go with him to check out some chick he'd met a few days earlier.

"I'm sorry… I'm just tired. I didn't get much sleep last night. Remind me again what the hell we're doing?"

Mark sighed. "We are going to check out a girl who invited me to some party tonight. I was really drunk and can't remember what her body looked like. I need to know important facts like that before I invest time in some party. It is after all a rare Saturday night."

Derek rolled his eyes. Mark was such a manwhore. "If you don't remember what she looks like than how are you supposed to find her."

"Derek." He said as if he were talking to a child. "I remember her face. She was gorgeous. I said I don't remember her _body_. Pay attention my man."

"Fine. Whatever. Let's just get this over with quick."

"Trust me buddy. You'll be thanking me in a few minutes. What I didn't mention is that she's a lifeguard. I'm sure she'll have some cute friends and the best part is… they'll all be wearing bathing suites."

Derek groaned again. He didn't want some cute girl strutting around in a bathing suit. He wanted Meredith. But he couldn't tell Mark that. He wasn't about to let him know all that had happened the night before. He needed to keep it between him and Meredith until they had a chance to talk.

Mark parked his car in the large lot and they both hurried around to the front of the pool. Derek made an attempt to push open the gate of the main entrance, but Mark stopped him, pulling him around to the side where they had a view of the whole pool.

"What are you doing? Aren't we going to go in?"

"Nope."

"So we're going to stand on the outside of this fence and stare at the girls like two peeping toms?"

"Yep."

Derek didn't know why was surprised. He knew Mark well enough to expect no more.

Mark searched the crowd with his eyes while Derek looked nervously around, hoping they weren't drawing attention to themselves. The last thing he needed was a personal escort away by security.

Mark laughed. "Holy shit! Is that… no way…it can't?"

"Hu?" Derek asked confused, still glancing over his shoulder.

"Hot damn! Milk sure did_ her_ body good!"

"What the hell are you talking about?" Derek finally turned to face the pool, his eyes searching for the source of Mark's sudden excitement.

And then he saw her, his breath hitching in his throat and palms growing sweaty, a reaction that only one girl had ever brought on in his entire life. His Meredith.

"Dude! That's Meredith! Knobby Knee'd Meredith!" Mark exclaimed, still in shock.

Derek calculated his response carefully, not wanting to give Mark a reason to become suspicious. "Really? I guess… it kinda looks like her… I can't really tell from here." He shrugged, his eyes not leaving her perfect body once.

"Are you serious? I can see just fine from here. That is _definitely_ her. Look at her legs… and that rack."

Anger started to seethe inside Derek as he fought with his emotions. He had to remind himself that Mark was just being Mark. He shouldn't take it too seriously.

"Ya… but anyways… where's the girl you're looking for?"

Derek tried to get his friend's attention off of the hot blond, finding it hard himself to focus on anything but her body, her smooth tanned skin slathered in sunscreen oil that reflected the sun seductively. The tight red one piece hugged her curves provocatively; yet the way she flipped her ponytail to giggle at the group of young children splashing in the water below showed she was completely innocent and unaware of the attention her body received, making her that more enticing.

They both watched, mesmerized by her beauty, as another petite dark haired girl came up beside her and they began to chat.

"Aw, there's my muy bonito Ana." Mark grinned watching as the two pretty girls casually exchanged a few words.

He clapped his hands satisfied before starting back for the car.

"Uh... hold on. Wait….that's it? You made up your mind already? Aren't you going to talk to her or something?" Derek began to rack his brain for an excuse to get in the pool to talk to Meredith.

"Dude. You saw her. Her body's rockin'. I will definitely be at that party tonight… and if you're lucky… I'll even let you come with me."

Derek rolled his eyes, still trying to figure out a way to stall. "Um… you know what… maybe I should say hi to Meredith before we leave… you know… to not be rude."

Mark shook his head and chuckled. "Be my guest man… but just a warning… you're going to have to wait in line."

Mark pointed over Derek's shoulder, causing him to look curiously in the direction of his extended finger. His eyes rested on Meredith, who had moved away from the ledge of the pool and now leaned carelessly on the side of a building as a few male lifeguards circled her.

A knot formed in Derek's stomach as he watched her laugh and giggle with them, clearly enjoying the attention. It was almost too much for Derek but he reminded himself he was not a jealous guy and all they were doing was talking. Of course she could talk to other guys.

He was about to turn away when he noticed a tall blond man walk up behind her and tap her on the shoulder. He watched curiously as they interacted. They obviously knew each other, maybe were even close friends by the way she kept touching him on his arm. Derek swallowed the lump that threatened to rise, repeating in his mind he had no right to be jealous.

But as Meredith leaned into the stranger and they wrapped their arms around each other, holding each other tight, Derek had to look away. He turned from the scene angrily and started for the car, Mark jogging to keep up.

"Hey man, take it easy. She looks like she gets around anyways. Besides, she's young, what would you want with an eighteen year old?" Mark thought he was helping but he was only adding fuel to the fire that raged inside Derek.

He turned and glared at Mark a second before deciding to keep his mouth shut. He clenched his fists and gritted his teeth, sure a vein would pop with the anger and jealously that was coursing through his body.

"Don't sweat it Derek. Come with me tonight. There will be plenty of hunnie's throwing themselves at your feet. All you gotta do is get yourself laid. That always makes me feel better."

Derek couldn't speak; all he could do was nod. Maybe Mark was right. A party would be a good distraction. Finding a one night stand was just what he needed to get his mind off of Meredith in someone else's arms.

* * *

Meredith frowned down at her phone. Zero missed calls. Zero new messages. Her heart started to ache and she blinked fast to stop the tears. This was why she had never let herself get close to a guy. This was shy she had never let herself become so vulnerable to another human being. It hurt too damn much when they decided they didn't want her and walked away.

"Hey Meredith… Did John already leave?"

"Ya Ana, about thirty minutes ago. He needed to get back to his wife." Meredith put her phone back in her bag as she leaned back on the old couch in the Pool Staff Lounge. Their shifts had ended an hour ago and the pool had been successfully closed and locked for the night, but a few lifeguards hung back, talking and lounging around.

"It's just so sad." Ana said, plopping herself on the worn cushions next to Meredith.

Meredith nodded, completely agreeing. John was one of their bosses and had been a good friend and mentor to most of the employees there. He and his wife had just found out a couple weeks before that their six month old son had leukemia and had been admitted to the hospital immediately. Everyone was doing they're part in helping out the young family, Meredith herself taking over most of his shifts and giving him the extra money she earned to help pay the bills while he was away from work. He had stopped by earlier the afternoon to give them all an update on his son's condition and thank Meredith personally for all she was doing. He had hugged her so tight while he cried on her shoulder, thanking her for her selfless generosity.

Meredith glanced at her phone one more time out of habit, cursing herself for being so foolish. It was nearly eight at night, if he hadn't called yet, he wasn't going to call.

"So who's the guy?" Ana asked softly after studying Meredith's face.

"What? No… no guy. What are you talking about?" Meredith faked confusion while she avoided making eye contact. Ana had been her good friend for years. Even though she was a few years older and already in college, they got along real well.

"Come on hun. You can't lie to me. I've seen you check your phone about a hundred times today. A woman only does that when they're waiting for a guy to call."

Meredith sighed. "It's just this guy…but the thing is…he's not _just_ a guy… he's incredible and amazing and last night was… but now he hasn't called… and I can't believe I was so stupid! What was I thinking…getting my hopes up… of course he doesn't feel the same way about me…I just… I'm so stupid Ana!"

She covered her face in her hands as she half laughed half cried at her stupidity. She was becoming one of those sappy girls she'd detested in high school.

Ana had to laugh as well, in the three years she'd known Meredith she had never seen her worked up over a boy, not once.

"Come on honey. I know just the cure. There's a huge party tonight and I have it on good authority it's going to be crawling with hot single men. I'm sure there'll be at least one there that can get your mind off of this stupid moron who didn't call."

Meredith shook her head. "No way. I'm not in the mood for a party."

"Well too bad. I'm not taking no for an answer. Get your sorry ass up and let's go get ready." Ana stood and grabbed Meredith's arm, yanking her up from her slumped position.

"I don't wanna…" Meredith whined. "I don't have anything to wear. And I can't go home. So no. I'm no t going." She tried again.

"Oh shush you big baby. You can borrow something of mine. It's a pool party so it's very casual. Let's go!"

Ana pushed Meredith from behind as they hurried out of the lounge and out into the almost empty parking lot. They stopped in front of both of their cars as they each searched their bags for their keys.

"Now, can I trust you to follow me to my place or am I going to have to make you come in my car?" Ana caulked her head as she put her hand on her hip.

"You can trust me." Meredith said dryly. "I'm too afraid of you to try and ditch you now. You'd do scary things to me in my sleep."

Ana nodded not arguing. "I would. So… okay…meet you at my place."

Meredith had to smile as she climbed in her car. Maybe a party wouldn't be so bad. Maybe a party was just what she needed to get her mind off of Derek. She could have fun. She didn't need to sit at home moping around about her broken heart. Especially since that home happened to be Derek's home at the present time. Yep, a wild party with cute boys was just what the doctor ordered.

* * *

Meredith leaned against the brick wall, still warm from the hot sun that had set hours ago. The party was loud and crowded. Ana had failed to mention just how big the party was going to be. It was apparently being thrown by a friend of a friend who just so happened to have very wealthy parents. The huge house was spread out on two and a half acres, the large pool adorned by stone and waterfalls nestled in the middle of lush green grass and decorative walkways, currently littered with hundreds of people.

Music played in one corner of the yard, a large wooden platform set over the grass for guests to dance, while tables and tables and loaded with food and alcohol occupied the vast covered porch. Meredith found herself part way between the pool and the food, pressed against a wall, wishing she hadn't come.

Only minutes after they had arrived, Ana had run off, explaining she had invited some guy and needed to find him but she'd be right back. That was almost twenty minutes ago and Meredith had a feeling she wouldn't be seeing her friend again. If she had only insisted on driving herself, she could easily sneak out and disappear. But of course she hadn't, and so was now stuck at a party where she knew nobody and was currently practicing perfecting her ability to be a wall-flower.

Her stare was focused on one end of the pool at a group of friends playing a sloppy game of water volley ball. She was so distracted that she didn't see until it was too late a tall light brown haired guy walk up to her and stop in front of her.

"Excuse me, do you know CPR? Because you just took my breath away."

Meredith groaned and rolled her eyes. She glanced at him quickly, giving him a once over before turning her attention back to the pool. She had to admit he was kind of cute but he came across as the typical frat boy, something she was definitely not interested in.

"Can I borrow a quarter?" He tried again.

"Does it_ look_ like I have a pocket?" She gestured toward herself, pointing out the white lightweight strapless dress that covered her dark pink string bikini.

"I wanted to call my mom and tell her I just met the girl of my dreams."

"Great!" Meredith said smiling. "While you're talking to her can you ask if you were dropped on your head as a baby?" She dropped the smile as quickly as she had adopted it and folded her arms across her chest in a defensive mode, wishing he'd get the idea and walk away.

"Come on!" Unfortunately to Meredith he wasn't going to give up easily. "Be thankful I didn't come up to you and ask for a map because I got lost in your eyes."

Meredith shook her head. "No. Trust me. Both were just as lame. I'm really not interested so why don't you go lay on some of that charm on someone who is?"

"Well you see… I'd like to do that but there's just something wrong with a beautiful woman like you standing here all by yourself."

"Oh I'm not alone. And besides… you're kind of wasting your time. I'm a lesbian… and I'm checking out those girls in bikinis over there." She smiled, pointing to a some bikini clad girls by the pool.

The boy's eyes went wide and he laughed shaking his head. "My apologies then… uh…?" He asked holding out his hand.

Meredith sighed and held her own hand out to shake his. "It's Meredith."

"Meredith. Nice to meet you. I'm Tom."

"Nice to meet you. Well…sorta… you are rather annoying."

He laughed again. "That's because I was trying to pick you up. But now that I know I have absolutely no chance of scoring, I'll stand here and check out chicks with you. It'll be fun."

Meredith groaned. This was going to be a very long night.

* * *

"Dude! What did I tell you Derek? Take your pick…this place is swarming with hotties."

Derek shook his head, only half interested. He just couldn't get Meredith off his mind. He could have sworn she had felt the same way as he had the night before, but apparently he had been very wrong.

"There's Ana. ANA!" Mark called, waving the petite dark haired girl over.

She made her way through the crowd and Marked swept her up in a large hug, swinging her around once before setting her back down on the ground.

"Hey gorgeous." Mark smiled and kissed her on the cheek.

"Hola my belleza estúpida." She said giggling, taking his hand in hers.

Mark grinned and looked at Derek. "That's her name for me. It's means handsome devil."

Derek raised his eyebrows at Mark's new friend Ana and choked back a laugh. He might not be fluent in Spanish, but four years of the language in high school had taught him enough to know that it definitely did not mean that.

"So who's this?" Ana asked gesturing towards Derek.

"This…is my best friend Derek. He's lonely and bitter and looking for a good lay tonight." Mark stated as a matter of fact.

Derek chocked a minute before glaring at Mark. "That is not true. I'm just here to have a good time."

"Like I said, get laid." Mark shrugged, causing Ana to giggle.

"Well, I brought my friend. She's perfect for you. She's also lonely and bitter and don't tell her I told you so but a good lay would do her some good."

Mark smiled and wrapped his arm around her shoulders, pulling her in. "Don't you just love her?" He smiled back at Derek.

Derek could only laugh and shake his head. He had to admit that Mark just might have finally met his match.

The two men followed Ana through the enormous house and out onto the large patio swarming with people. They weaved their way around the party goers until the reached the path that led to the pool. Ana looked around a moment before focusing on something and turning back to the boys.

"I'm sorry Derek. Looks like I'm too late. She seems to have already found her prey for the night."

Both Derek and Mark turned to wear she had gestured to see Meredith laughing hysterically with some college age guy. Mark opened his mouth to offer a rude comment, but upon seeing the look on Derek's face thought twice and knew it better to keep his mouth shut.

"Um… why don't we go get something to drink?" Ana offered, sensing the awkwardness of the situation but having no idea why.

"You know what. I'm good. Why don't you two go on and I'll catch up with you later."

"Are you sure man?" Mark asked, also confused as to why Derek was so hung up on his childhood tag along and her many men.

"Ya. I'm fine. Go. You scaring away the girls."

Mark laughed and shook his head but obliged. Looping his arm through Ana's as they walked back towards the patio.

Derek moved to get a better view of Meredith and the looser she was talking to, positioning himself across from her, folding his arms and leaning on a pillar.

She looked hot. Amazing. Her tiny white dress barely hit mid thigh and only the strings of her bikini peaked out tying around her neck, leaving the rest of her suit to his imagination. It was physical torture.

He watched her, his eyes dark and face serious. He didn't like this. Her laughing with another guy. Him touching her with his hands. It was making him sick.

Suddenly she looked up, and their eyes locked. Neither moved. Neither blinked. The air was sucked suddenly out of both of their chests and Meredith found herself temporarily paralyzed.

Gathering an unknown strength, she finally turned to her new friend Tom. "You know what… I think I need to uh… get some air… or something…I'll be right back."

She turned and hurriedly walked away, heading away from Derek towards the pool where she desperately wished to escape the way he was looking at her.

Derek saw her turn suddenly and walk away. Not thinking twice he followed, not sure what he would say, not sure if what he was feeling was hate or anger or jealousy or love, but knowing he needed to find her.

He reached the pool and searched the nearly deserted area for her, barely watching as her form disappeared behind a stone waterfall, in an obvious attempt to escape.

"Meredith!" He called out, getting nothing in return.

He hurried past some girls sitting on pool chairs, ignoring the curious glances as he turned the corner Meredith had vanished behind seconds before.

"Meredith." He said more calmly, as he came to stand behind her, her back to him, her stare focused on the steam rising from the heated pool before them.

"Mer." He tried again, his emotions playing tug a war inside. Part of him wanted to shake her and ask her what the hell was going on; while the other part just wanted to hold her in his arms and kiss her until he passed out from lack of oxygen.

"Please Derek. Just go away." Her voice was only a whisper but he knew her well enough to know she was trying not to cry. This only confused him more.

"What's going on Mer?"

She remained quiet a moment before suddenly turning to face him. Her brows were narrowed and her eyes glistened with unwanted tears.

"Why don't you tell me?" She hissed.

"What the hell is that supposed to mean?!"

Anger grew inside Meredith's chest. Maybe she didn't know anything about relationships. Maybe she knew nothing about love and boys, but she did know it was common courtesy to at least call a girl to let her down nicely. Not give her the cold shoulder and head out to a big party in search of their next bed mate.

She was mad. And the fact that he now only stood inches from her looking handsome as ever in only a T shirt and board shorts was not helping at all. She could already smell him. His unique smell that was an intoxicating mixture of deodorant, cologne, and just_ him_, plain manliness. It was too much.

"Take it to mean whatever you want." Meredith turned and slipped off her flip flops before jumping into the pool, a perfect small dive that took her under and far out into the water before she resurfaced, drenched cover up and all.

Derek shook his head frustrated before quickly slipping off his sandals and shrugging out of his shirt to mimic her action of seconds before. Resurfacing, he scanned the water to find her heading for the waterfalls and ducked back in, determined to finish their conversation.

Meredith was a lifeguard. She coached the swim team for extra crash and she was fast. A very fast swimmer. But Derek was strong and resolute. He wasn't going to give up and she wasn't going to get away with out a fight.

Only a few minutes later, Derek had her cornered behind some rocks that protruded, the lighted water trickling down and splashing into the crystal blue pool. There was no way out and it was an isolated corner where no one could see them. They could have their discussion in privacy.

Derek waited until Meredith had to finally surface for air, her strong lungs only being able to hold out for so long. As soon as she broke the waters surface, gasping for air, he reached out and grabbed her, holding her in place with both arms.

"Let me go." She warned, her voice full of anger.

"Not until you talk to me."

"What's there to talk about Derek? You didn't call. I get it. I'm fine. It was a great night but you're not interested. Please just leave me alone." She struggled for release but Derek was too strong, keeping his hold firm.

"Meredith. I _wanted _to call you. Of course I'm interested. But you didn't leave your number. And I have no idea how you can sit here and say all this when it's you who is obviously keeping pretty occupied by a number of men."

Meredith gasped and dropped her mouth. "Don't you dare call me a whore Derek Shepherd. Don't you dare. I have been with only _one_ man. I have only ever wanted to be with _one_ man. And now he's sitting here calling me a fricking whore to my face."

A tear fell down Meredith's cheek, but Derek's hold kept her from wiping it away before it was seen. Derek felt as if the wind had been knocked from his chest. He couldn't believe what he had just implied, and even more, he couldn't believe what she had just confessed.

"I'm sorry Mer. It's just that… today… Mark and I came to the pool… and I saw you with that blond guy… and I assumed… and then that frat dude by the wall… I just assumed…" He let his voice drop off, hearing his own pathetic words.

Meredith looked up at him with hurt eyes. "The blond guy from the pool? You mean my married boss who has a son in the hospital with leukemia and was hugging me for giving him over a thousand dollars to help pay his bills? And that frat guy? Who I told I was a lesbian and was giving him advice on how to pick up girls? Are those the guys you're referring to?"

Derek released the grip on Meredith's arms and moved over beside her to lean on the edge of the pool.

"I'm so sorry Mer." He whispered.

Meredith just nodded, hugging her arms in front of her to rub the spots on her arms where Derek's hands had been and now felt so cold.

"I guess it's for the best." She shrugged. "I mean… what were we thinking. We're Meredith and Derek. Best friends. Nothing else."

Derek lifted his head, a pang coursing through his body at her last words. "That's not true."

"Sure it is." She insisted, too afraid to admit to the reality, too afraid of the rejection.

Derek studied her face before moving closer, inching slowly until her back was pressed against the wall of the pool and his strong arms rested on either side of her, once again trapping her.

"Look at me Mer." He whispered, his warm breath spreading across her face.

Slowly, Meredith reluctantly raised her eyes, meeting the intense blue she had grown up staring into, but somehow looked completely different now.

"Kiss me." He said, his voice low and throaty.

Meredith gasped and tried to shrink back shaking her head.

"Kiss me Mer. With tongue. And then if you can tell me that there's nothing between us, I'll let you go. But not before. Kiss me."

"I…I can't Derek. What would it prove? This has disaster written all over it. I leave in less than two months to a University half way across the country! Your life is at med school! This… this…this is bad. We can't."

Derek didn't seem to be listening to any of her words, his eyes focused on the perfect curve of her lips.

"Kiss me." He repeated, earning an annoyed groan from her as she finally pressed her lips against his.

It was meant to be quick, to make a point and shut him up. But the second moist flesh met moist flesh, a spark was ignited and a dam released inside. His hands immediately found her small waist, pulling her soft body hard against his. Her hands instinctively found his hair, winding her fingers in his damp curls as their tongues wrestled for power.

She bit down on his bottom lip as his hands traveled up from her hips, bringing the white material of her soft dress over her head and letting his eyes sweep approvingly over the wet bikini that clung to her body. Their lips joined again, as if they were two strong magnets that couldn't be kept apart. Meredith's small fingers worked frantically on the drawstring of Derek's board shorts as he moved a hand up her smooth stomach. He let his fingers play teasingly with the material before slipping it up and cupping her breast in his hand, the hard nipple pressing against his palm.

Finally freeing the infuriating knot that kept Derek's pants secure, Meredith slipped her own hand down his pants, immediately finding him hard and ready. She stroked and squeezed, causing him to moan and his hands to move more determined as he squeezed a peak between his thumb and finger.

"Derek." She gasped, the urge for him to be inside her greater than she had ever imagined.

Derek complied. _His_ urge to be inside her greater than_ he_ had ever imagined.

His hands found their way back down her flawless body, pulling at the string on the sides of her bikini bottom and tugging them free. His fingers immediately slid between her legs as their lips continued their fierce dance. Even in the water, he found her incredibly wet as she moved her pelvis against his hand, moaning into his mouth.

Knowing he couldn't resist any longer, he freed himself the rest of the way from his confining shorts and grabbed Meredith on her back side. He lifted her up easily as she ever so slightly spread her legs wrapping them around his waist, allowing him to thrust easily into her. He entered in one smooth movement, causing them both to call out in pleasure. Their hands explored each others bodies as he continued to thrust into her. His movements were soft and careful, but as he continued, her kisses became more aggressive and her nails dug into his back, signaling she was near her climax.

Derek didn't know how long he would be able hold off, the sensation of her hard nipples rubbing against his bare chest through the thin material of her bikini, her tight opening holding him and caressing his member in a way he had never experienced, the smell of her damp hair intoxicating, the taste of her hot mouth and the pain from her intense bites. It was all too much.

"Derek… harder." Meredith whispered, still shy and unsure at all the new sensations.

He obeyed her plea once again, something about her hesitancy and uncertainty in her voice making him want to please her even more. He moved both hands to her hip and pulled her hard against him, pushing himself as far and deep inside her core, only to retract and repeat the procedure over and over again.

Soon they were gasping as he felt her muscles tighten around him, triggering his own release as they clung to each other for dear life, muffling their screams of pleasure with each others mouths. The amazing moment seemed to last forever, much longer than any climax of Derek's life.

Slowly they came back to earth, the reality setting in that they were in fact in a public place at a public pool. He smiled as he watched Meredith blush, searching frantically for her discarded bikini bottom. She found it floating a few feet behind Derek and he helped her tie the strings at her waist.

He watched her as she silently adjusted her top and knew her mind was racing. He only wished he knew what it was coursing through her head.

"Talk to me Mer."

She hesitated before meeting his eyes. "What happens when summer's over? What then?"

Derek sighed and wrapped his arms around her, pulling her close to rest his chin on top of her head. "Mer. Let's not think about that. That's the future. Let's just focus on now. On this incredible new thing between us. Let's have fun. Enjoy the six weeks we have left. And then…then you'll go off to your college and I'll go back to mine. And we can keep in touch. This doesn't have to be difficult. We're both young Mer. No complications. No promises. Let's just have fun."

It was all Derek could think of to keep Meredith in his arms. He knew she was scared. He knew a relationship was something she feared. And so he would pretend. If all he could have was six week, then he'd take it. Six weeks with his Meredith sounded like six weeks in heaven to him.

Meredith slightly moved back and tilted her head, smiling up at Derek. She nodded, feeling content with what he offered. If Derek was willing to give her six weeks, she would take it. Even though her feelings were screaming that she wanted more, so much more. It was all so new to her. She wasn't a boyfriend kind of girl, but somehow that all shifted when she was with Derek. But she would take the six weeks. Derek was amazing and right then, being held securely in his arms, she would take six seconds if that was what he had to give.


	7. Chapter 7

**A/N: As if you couldn't tell... things have been SUPER busy for me. I just want to quickly reasure everyone that I will never completely disapear and leave an incomplete story just hanging. I hate that just as much as I'm sure you do... investing your time into a story only to have an author desert you... I will NEVER do that. Pinky swear. That being said I also want you to know that for the next month things are still going to be a bit chaotic in my 3-D life... kids are starting school and we're in the middle of a move.. but I'll always pop in when I can and add a chapter. As soon as things settle down we'll get back to the daily updates. Thanks again for reading.**

**This chapter is just a quickie wrapping up their first summer together. The next chapter which I'm adding immedietely following will be what comes next... but still part of the original flashback. (I sure hope that made sense.)**

* * *

They drove home from the restaurant in silence. Derek had gone out of his way in an attempt to make the night special. But it didn't seem anything he did had been right. First Meredith had said she didn't care for the restaurant he had taken her to; even though he remembered her specifically mentioning towards the beginning of summer that it was one she was dying to try but couldn't afford on her measly lifeguard salary. Derek had brushed it off and moved forward, hoping to surprise her with the private table he had reserved. It was positioned on the balcony overlooking the beautiful lights of the lit up city, but she had complained the air was too chilly and could swear she smelt the exhaust from the freeway nearly ten miles to their North. It had bothered her when he had ordered her salad without tomatoes, stating that half the fun was picking them out. She was angry when her steak had arrived medium rare, claiming Derek had ordered her a raw cow on purpose. The strawberry sauce from the cheesecake that dropped on the lap of her new skirt was because he was rushing her, even though he hadn't spoken a word, she insisted his look had said enough.

Nothing he did had been right and Meredith was desperately trying to pick a fight with him at every little turn of the evening. If he held the door open for her, she groaned that she was an independent woman and didn't need doting over. If he let her get her own door, an eye roll accompanied as she muttered under her breath about chivalry being a thing of the past. Derek had grown frustrated, almost to a point that he nearly called her on it, confronted her about her bad attitude, but then it had hit him. He knew what she was doing.

The anger that was building inside his chest immediately diminished, sadness and understanding taking its place. This was their final night. Tomorrow morning, Meredith would board a plane and be carried hundreds of miles away to start a new life. She'd be heading to college, leaving behind her home, leaving behind her friends, but most importantly, leaving behind Derek. And so it all made sense to him now. She was doing it all on purpose. Her sour demeanor, her standoffishness, everything. She wanted to make him mad. She wanted to fight. She wanted him to storm off screaming how he never wanted to see her again. In a sad and pathetic way, it would make things easier for her. She thought that if they fought, if they ended their summer fling on a bad note. It wouldn't hurt so much. Her heart wouldn't ache when they said their goodbyes and she wouldn't shed tears of fear of what the distance would do to this amazing new thing they had found together. In her own way, she thought that what she was doing was best for both of them.

Derek watched her out of the corner of his eye as he maneuvered his jeep through the dark streets. She sat with her arms crossed over her chest, her mouth set in a frown as she stared distractedly out the window. He couldn't take it any more. This was not how he planned on spending his last night with Meredith.

Their summer had been incredible. Six amazing weeks of feeling like he was on top of the world. He had gone to his father's office, helping there during the day while Meredith attended to her lifeguard duties. But at night, after she finished her shift, they were always together. Inseparable. They had become expert sneakers, neither his parents nor her mother having a clue about what was going on. They took turns sneaking into each others rooms at nights. They had silly codes and signs for when they needed a certain itch to be scratched that only the other one could scratch so well. They went to movies together, little league baseball games, midnight skinny dipping, ice cream truck chasing like they were young again. They had done it all, and Derek's heart sunk realizing it was coming to an end. Their summer affair was over.

He turned his jeep off the main highway unto a dirt road, following it as it weaved through trees, the forest becoming thicker and the stars becoming brighter the further he went. Finally reaching his intended destination, he slowed the jeep and put it in park, satisfied they'd be uninterrupted in this spot.

With a slight turn of the key, the engine was killed, the silence of nature echoing around them, the immense darkness shattered only by two straight beams of his headlights. He stared ahead a moment, gathering his thoughts as Meredith continued on with her determination to not utter a word.

Taking a breath, Derek finally turned. "Mer. Don't do this."

She stared straight ahead her stubbornness unwavering.

"Mer… I know what you're doing. And it's not going to work. I'm not going to get angry. I'm not going to fight with you. This summer was too perfect. I won't let you end it like this."

Derek watched as she slowly turned her head, her eyes finally meeting his as they searched his face. "I can't do this." She whispered.

"Do what?" Derek asked softly.

"I can't… I can't leave...I can't get on that plane tomorrow. I don't want to. Please Derek… I just can't."

Her voice trailed off as her eyes pleaded with him. There was more she wanted to say. But she couldn't find the courage. She wanted to tell him how she really felt about him. How this had been way more than a summer fling to her. She wanted to tell him to beg her to stay. To ask her come to college with _him_. Not half way across the country. But she couldn't find the nerve.

"Meredith…" Derek's voice caught in his throat as he struggled with his emotions. She was so vulnerable, her eyes large and begging. All he wanted to do was hold her in his arms and never let go. The last thing on this earth he wanted to do was say good bye to her as she started this new life with out him. He wanted to be selfish and insist she change her plans. He resisted the urge to beg her to stay, to transfer to a college close to him. But he couldn't. He had to be the better guy. He wouldn't let Meredith settle her goals for him. He wouldn't let her give up on her dreams.

"You can do this. You can. You have an amazing opportunity that you shouldn't pass up. Do you know how many people try to get in to that college? Millions. And you not only got in… you have a scholarship. You've earned this Mer and I'm so proud. So tomorrow. You're going to get on that plane and not look back. And you'll be fine. Everything will be just how we talked about. You're going to have some crazy roommates who drag you to ridiculous parties. You are going to knock the professors out with your incredible knowledge. You're going to strut around campus and have guys falling at your feet and you're going to date…"

Meredith turned her face quickly away from him. They had already had this conversation and she didn't like it any more now then she had the first time. Derek reacted just as quick and caught her face in his hands, turning her to look back into his eyes.

"Mer… you _are_ going to date. You're going to have fun. You're young and beautiful and I will not be responsible for holding you back. Everything will be fine. We'll keep in touch. We'll call each other throughout the week and we have email. Time will fly. I promise to come home for Christmas this year if you do and before we know it, a year will have passed and we'll have another amazing summer. I promise Mer. This will work. The years will fly. And I'll be there when you stand in line for your diploma cheering for you like a crazy fool. And then… we'll see what happens. I'll be into my residency by then… you'll be deciding which med school to attend out of your hundreds of acceptance letters…"

"Derek." Meredith interrupted with a warning tone. "We already went over this. I am _not_ going to med school. Four years is enough for me. You heard my mom… I could never make it… and she's right."

Derek sighed and shook his head, not wanting to have that argument again. He knew she'd be a brilliant doctor but Ellis's harsh words had broken her spirit to the core. He'd remain quiet for now but he wasn't giving up. He had four years to change her mind.

"So we're okay?" He asked softly, pulling her in his arms and kissing her forehead lightly.

"We're okay." She assured, leaning against his chest and breathing him in. She wanted to memorize this moment. She wanted to memorize his smell so that when she lay awake at night in her lonely bed, she'd be able to conjure him up in her mind. He was it for her. She was sure of it.

Now if she could only get through the next four years and somehow get him to feel the same for her.


	8. Chapter 8

**A/N: This next first part is just a series of emails back and forth between Derek and Meredith... but this site is weird about certain things and it keeps messing it up when I upload! So bare with me and I hope its not confusing.**

* * *

Message to: Hotmancandy 

Message From: Schoolgirl

Message: Failed to mention!

Um, excuse me Derek. While you were busy telling me how much I would love college and how exciting it all was and about all the partying and social events and bla bla bla!!! You failed to mention all the FREAKING home work. I mean seriously?! Are the professors trying to prove something? Tell me why I need to read 250 pages about why a neutron is called a neutron and a proton is a proton. I DON'T CARE! I think they secretly plot together and do this on purpose… bog all the freshman down with endless reading assignments and history reports and math work… JUST so we'll freak out and go running home to mommy. Unfortunately for me though… they didn't take into account that I basically have no mommy to go running home to… so I'm stuck here, awake at 2 in the morning… trying to decipher the words of Shakespeare and Hemingway. I feel deceived!... And I blame YOU. )

Me.

* * *

Message to: Schoolgirl 

Message from: Hotmancandy

Message: re Failed to mention!

Oh my poor poor Meredith. (And I am writing that with complete sarcasm.) Only four weeks of college and you're already going crazy? Give it time… I promise you'll adjust and things will become easier. By the end of your first year, when your physics professor announces a pop quiz on the two chapters that were optional to read… you'll have come to figure out that nothing is ever optional and you'll have read the work and ace the test. I know it. You are the smartest girl I've ever met… and if I was able to survive four years of that… and choose four years more… I have no doubt you can. Please, just hang in there. For me. You might even find after your first semester that you love it so much you'll take two times the classes next year and get your degree even sooner than the rest of your classmates… like me.

Anyways…lighten up. Things can't be that bad. Did you take my advice and ask around for the good party's? I know you're nervous…but I promise… after the first one you'll be a pro. Just no drinking. I mean it. And stay away from the "mystery punch". There's nothing mysterious about it…it's pure alcohol that will get you wasted in one shot…which might seem tempting, but I promise… when you wake up the next morning on a smelly couch with a girl named Helga who doesn't believe in shaving… ya... need I say more?

Keep your chin up!

Me.

* * *

Message to: Hotmancandy 

Message from: Schoolgirl

Message: Need sleep

I didn't think it was possible to be so tired. I haven't slept in two days. The homework, mixed with my roommates snoring that I can hear from across my dorm, and the construction crew that seems to work all night long on the demolition of the old cafeteria across the courtyard… I think I just might go mad.

How did that lab go that you were super nervous about? I bet you nailed it. I'm sure you were nervous for nothing. You are after all _the _Derek Shepherd. (Now _I'm_ being sarcastic!) Any exciting news? Hot party's?... oh that's right… When you reach med school, you're so over that. I wish you would stop pressing the party thing…. I'M NOT INTERESTED.

I miss you. And I know we promised not to say that… but it's true.

Me.

* * *

Message to: Schoolgirl 

Message from: Hotmancandy

Message: I miss you too

I do. I really do. But I'm glad you are where you are and I am where I am. You need this experience Mer. You need to find out who you are, without me influencing you and ESPECIALLY without your mom. I can see your potential… and it amazes me. But it makes me sad that you haven't realized it yet. But it's not your fault. You didn't exactly have the easiest childhood and no one deserved the things Ellis repeatedly did to you. She broke you Mer. And as much as I want to fix you... I can't. Only you can.

I know this is hard… and that it sucks. But I also know everything will work out in the end. What that means exactly, I'm not sure. But I'm confident it will be whatever's best. For both of us.

So know that I miss you. And that I think of you, daily. But go out there, ask out that cute guy in your English class (Trust me; a forward girl is a huge turn on. It takes off the pressure.) AND GO TO THAT PARTY FRIDAY!! You'll be pleasantly surprised. Just don't forget to call me afterwards… I need to know you avoided the mystery punch.

Me.

* * *

Meredith groaned at the loud incessant ringing that was interrupting her much needed sleep. Hitting at the alarm clock roughly did nothing to alleviate the noise, so grudgingly she pried open one blurry eye. She furrowed her brow as the numbers slowly registered. It was early. Way too early for her alarm to be going off. 

She sat up when she realized that the ringing sound was not coming from her alarm clock but from her small cell phone resting on her dresser charging. Reluctantly, she swung her legs over the side of her bed and hurried across the room, grabbing her phone and pressing the tiny 'answer' button before her caller was sent to voice mail. At this time in the morning, there was only one person who had the nerve to be calling.

"You do realize what time it is here don't you?!" She answered, faking annoyance as she climbed back under her warm covers, the frost of the cold day outside evident on the chilly hardwood floor.

"I'm just making sure you don't over sleep. You have that history final today."

Meredith giggled. "Right. You were calling because you were so worried with me oversleeping and missing my final. It had nothing to do with the fact that you have your own Prescription Meds presentation today and have been stressing about it for three weeks straight."

"Right."

"Derek."

"What?!"

"It's okay. You can be nervous. But I don't know why you would be. You have it all down pack. Hell, I practically have it down pack, all the hours and hours of you reading that crap to me. But I shouldn't complain, you cured my insomnia."

"Hey! It's not crap. You'll be thanking me one day. When you take it yourself and realize I've already taught you all there is to know."

Meredith shook her head and rolled her eyes even though she knew he couldn't see her. He never tired of trying to talk her into going to med school.

"Whatever." She paused a moment. "Derek, stop worrying. You'll be amazing."

"Thanks Mer. I needed to hear you say that."

"You're welcome." Meredith wiggled in her bed until she was comfortable. "So, where are you right now?"

"I'm sitting in my car in the parking lot outside of the classroom. I wanted to make sure I got to class on time but didn't realize just how early I was. I still have twenty minutes before the building is even unlocked."

Meredith laughed. "Well I guess there's nothing wrong with that. Better early than late. But if you're too early… that red head is going to find you again. You better watch out."

Derek moaned. "Ya. She really doesn't give up. I'm surprised she hasn't come tapping on my window yet."

"Be nice." Meredith giggled. "Not all girls were born with the ability to resist your charm. Like me."

"Oh no." Derek argued. "You my dear most definitely cannot resist my charm. If I remember correctly, all I had to do was tilt my head ever so slightly and you would do anything. And I do mean anything."

"No way. I don't remember this at all. Every time you tilted her head I would just feel sorry for you… I thought you had a neck problem or something. I was ready to refer you to my chiropractor." Meredith bit her bottom lip to keep from laughing. She knew exactly how irresistible it was when he did the head tilt thing but wasn't about to admit it.

"Ha!" Derek laughed loudly into the phone. "I don't think so Meredith Grey. Two words for you. Shower and Bendy thing. Okay I guess that was three words but you know exactly what I'm talking about."

Meredith felt her face grow warm. They had done a good job of steering clear of mentioning their intimate relationship from the summer, and she suddenly found herself at a loss for words.

"Anyways." Derek cleared his throat, needing to change the subject quickly. He hadn't meant to bring that subject up, it was too painful with her half way across the country. "How was your date? Was he any good?"

Derek squeezed his eyes shut and prayed for the correct answer.

"Excuse me? So rude. A girl never kisses and tells. And if there had been any kissing...which there wasn't because the guy had some serious bad breath… even before we ate… I wouldn't have told you."

Derek laughed, hiding his relief. It was he that had encouraged her to go out and date. But talking about it and it actually being done were two separate things. But he was trying his hardest to be the supportive Derek. The one that she needed right now.

"Well, at least you got a free meal…. Right?"

"Ya… I guess so. But no more geeks from the math department. I've learned my lesson."

"Fair enough."

They enjoyed each other's silence for a moment, just listening to one another breath on the other end of the line. Meredith's eyes began to grow heavy again and she had almost fallen back asleep when Derek's soft voice brought her back to consciousness.

"Umm Mer?"

"Ya?"

"Have you given anymore thought about Christmas?"

Meredith sighed. "Ya. I'm not coming. My mom made it pretty clear that she would be working the whole time and wouldn't have any time for me. I can't come. It would just be too weird."

"I'm sorry. You do know that my parents would love for you to celebrate with us though don't you?"

"I know. And I feel bad turning down your mother's invitation. But I just can't. Not this year. It's better this way. Anyways I was offered a job on campus over break so I won't be bored. There are lots of things to keep me busy. Don't worry. I'll be fine."

"I know. But I'll miss you."

"I'll miss you too." She replied quietly, squeezing her eyes shut, knowing he had no idea how much she meant her words.

"I gotta go Mer. My class is starting soon. Thanks for helping me pass the time. I'm sorry I woke you up so early."

"Any time Der. Any time. Good luck. I'll talk to you soon."

"Okay. Bye."

"Bye Der."


	9. Chapter 9

**A little humor.. a little heat...**

* * *

"Are you sure you won't reconsider. It's New Years Eve. You can't sit in the dorm all night alone. That's too depressing."

"I'm sure. Really. I'll be fine. Go have fun. I'm in a pajama's and ice cream kinda mood tonight. Not a party mood."

Meredith's roommate studied her for only a moment more before finally nodding, accepting nothing she said would change her mind.

"Well… okay. I guess I'll see you later then."

Meredith let out a sigh of relief as her roommate finally disappeared, closing the door shut behind her. She had been bugging her all day about going to some fraternity's New Year's Eve party and Meredith was just not up to it. Not this year.

She glanced at her phone one last time, seeing that it was indeed working and that she still had no missed calls, before moving to her bedroom, trading her jeans and sweater for sweats and a T. Trudging back out into the kitchen, she rummaged around the tiny freezer for a moment before retrieving her carton of strawberry ice cream and then busied herself with trying to find a semi clean spoon before letting herself plop on their comfy plush love seat positioned in front of the TV.

Meredith sank back, glancing at the clock. It was nearly ten. Only two hours to keep her mind off of the fact that she would not be receiving a New Year's kiss that year. Only two hours to keep herself distracted so her mind would not wander to Derek, and why he hadn't called in over three days, and most importantly not wander to who he was kissing at the stroke of midnight.

She lowered herself further into the couch, wanting to disappear as she began digging into the frozen pink cream. The sickening feeling settling in her gut as she realized, that with the time difference, he was already celebrating his New Year's and kissing his girl of choice. No wonder her phone wasn't ringing. She suspected that his little giggly friend of childhood was the furthest thing from his mind at the moment.

Shaking her head, trying to ease the anger that began to burn inside her, Meredith finally flipped on the TV. She flipped aggressively through the channels, noticing that each station was boasting their own party for the night, and opted for the DVD already in the player. Pushing play, she sighed content. This was better than any party. This was better than doing a cheesy countdown from ten while holding your breath as the perfect man leaned in for a kiss. Okay maybe it wasn't better, but watching Season 4 of Baywatch came in a close second for her.

* * *

Meredith woke with a start sending the empty ice cream carton and used spoon clattering to the floor. She blinked her eyes for a moment before sitting slowly up. The Baywatch theme song played in the background as the main menu page of disc one stuck on the screen, Pamela Anderson's ridiculously large chest bouncing in the background. 

She must have fallen asleep. Turning the DVD player off, she changed the cable box until she found Dick Clark, noticing in the bottom right hand corner of her screen it read only one more minute till midnight. Just her luck. She had awakened just in time to ring in the New Year. Alone.

Meredith eyed the cabinet across the room just above the fridge and debated on whether or not she should open the sealed bottle of tequila hidden there. Even though they were both underage, Meredith and her roommate had bribed a couple older guys to get it for them, stocking it in their kitchen for emergencies. Underage drinking was seriously frowned upon at their University and outlawed from their dorm. It was risky even having it in the apartment and both girls had agreed to only break it out when it was really truly needed. Meredith couldn't help but think this was the perfect time.

She forced herself up off the couch, pulling her disheveled hair back into a messy pony tail as her eyes read the 35 seconds flashing on the screen. She really needed that drink.

Crossing behind the couch, a loud knock at the door caused her heart to jump in her throat. She waited and furrowed her brows. Everyone she knew was at the party across town. Who would be banging at her door with now twenty eight seconds to go till mid night?

Rolling her eyes at her childish nervousness, she crossed to the door, knowing the dorm security was pretty strict and no one got into the building that didn't belong there. She settled her hand on the brass door knob and was about to turn it when the incessant pounding rattled the thin wood again.

Whoever it was was being impatient and she was now annoyed. She flung the door open angrily as the countdown in the background began. She heard Dick Clark's voice, along with the heavy crowd of New York City chanting from the TV; 7, 6, 5, as she looked into the intruder's eyes and gasped.

"Oh my…."

* * *

Derek drummed his fingers impatiently on the smooth counter. 

"You have got to freakin be kidding me?! You don't have anything? What the hell happened to the reservation I made days ago?!"

"I'm sorry sir. Please calm down. I'm doing everything in my power to find you a vehicle. Please be assured that we are looking into this situation and will not rest until we find out what happened. Customer satisfaction is our number one goal."

Derek ran his hand frustratingly through his hair. "Well you being sorry and _looking in to things_ does not change the fact that I have to be across town in less then twenty minutes. And now I have no means of transportation. I'll leave out the fact that my plane was delayed thirty minutes, only to have my lay over extended from one hour to five… yes _five_! And now the rental car that I was promised upon reserving my ticket is missing. Your damn apologies mean shit to me right now!" Derek hollered, slapping his hand against the counter and causing everyone in the small room of United Rental to jump.

"Sir…again…all I can say is I'm sorry." The nervous woman answered back. "May I suggest a cab?"

Derek let out an aggravated noise and turned on his heel. He didn't have much time. He needed to hurry. Grabbing his carry on suitcase, he raced out of the small office of the airport and onto the curb, looking up and down for any sign of the desperately needed yellow taxi.

The night was cold and dark; the streets damp form a daylong down poor. One lonely cab sat patiently on the curb and Derek raced for it. He was almost to the back door when a grey haired lady stepped in front of him and pulled the handle, opening the door for herself.

Derek groaned. "Mam. Please. I'll buy this cab from you. I guarantee I need it way more than you."

The woman gave him a disapproving shake of her head and continued to move forward, preparing to shift her old body into the vehicle.

Desperate, Derek held out his arm, blocking her entry. "Mam. I'm begging. I'll pay you one hundred…" Derek removed his wallet and counted some bills. "… make that two hundred dollars! I'll even share it with you. Just please. I need this cab."

This infuriated the elderly woman and Derek never saw her large purse coming until it was too late, knocking him square in the middle of his forehead, causing him to take a few feet back as he blinked through the lights flashing in his head. Before he could recover, the little old woman took her place in the back of the cab and Derek watched helplessly as the yellow disappeared.

Cursing out loud, he racked his brain for another solution. The streets were basically deserted, no one in their right mind would be at an airport in a foreign city with only fifteen minutes till mid night on New Year's Eve. No one but a love sick idiot who couldn't shake the idea of kissing his Meredith at the stroke of twelve.

Headlights came and Derek knew this was his last chance. He waved his arms up and down and unashamedly did a little jump to get the drivers attention. He was at the point of hitchhiking with a stranger, whatever it took.

The car came to a screeching halt, but not before passing him, sending a thick puddle over most of his clothes. Derek clenched his jaw and took a breath, his nostrils flaring out of frustration. The passenger window rolled down slowly and Derek lowered himself to speak to the owner of the vehicle. He was immediately releaved to note that a normal looking man in a cowboy hat sat behind the steering wheel.

"I'm sorry sir. I'm desperate. Is there any way I could hitch a ride to the University. I'm kinda in a hurry and I'd be willing to pay."

The man studied Derek just a moment before pressing the power unlock button and nodding. "Sure thing son. Not a problem."

Derek sighed relieved, grateful that one thing had worked out for him in this day of complications and obstacles. He climbed in and showed the stranger a postcard with the target address. The man nodded, obviously familiar with the area and drove ahead. Derek pressed his eyes closed, hoping he wasn't too late. Hoping beyond some miracle he'd be able to find her and kiss her before the clock moved past twelve.

To Derek's relief, the man drove fast, even speeding when the empty streets allowed. They pulled up in front of a large brick building, the walls lined with windows and Derek smiled knowing this was definitely the right place. He turned to the stranger and let out a breath.

"Thank you so much sir. I really appreciated this. Please let me pay you." Derek again pulled out his wallet, ready to pay any amount when the stranger stopped him.

"No. Cash isn't necessary. Just give me your shoes."

Derek furrowed his brow, looking down at his shoes and then back into the man's face, half expecting him to start laughing. His eyes went wide when he realized that the man was not joking in the least and decided to oblige, knowing he had only seven minutes left to find Meredith.

Slipping off his brown Doc's, Derek opened the door, eagerly to exit the strange cowboy's presence, when the stranger stopped once more.

"And your shirt."

"Excuse me?" Derek wasn't sure if he'd heard right.

"I like your shirt. Give it to me too."

Derek shook his head, growing more freaked out by the second. He slipped the tan polo over his head and tossed it to the man, grabbing his small suitcase and hurrying out of the car. He jogged quickly to the awaiting building, too afraid to even glance back in fear that his pants would be the next required item.

He heard the tires squeal away as he reached the main entrance. Pulling on the handle of the glass door, Derek cursed under his breath when it didn't budge. It was locked. Of course.

Derek looked around, knowing there would be a security guard around somewhere. He spotted him just inside, sitting in an arm chair in the lobby napping. He raised his fist to the door and began to bang, desperately needing to wake him, desperately needing to get in. He had less than five minutes.

The small man woke with a start, narrowing his eyes at the man outside who had woke him. He crossed the distance to the door, adjusting his heavy waistband of the pants that were too big and Derek had to hold back his laugh that this was the man in charge of keeping the residents safe.

The glass door opened a few inches and the skinny boy tried to sound intimidating.

"This building closes at ten. Only residents allowed in after hours."

"It's an emergency. I'm here to see Meredith Grey. She's in room…" Derek glanced down at the post card. "…415. Please just let me in."

"Nope. It's the rules. Come back tomorrow."

"Please. You don't understand. It's real important."

"I don't care." The security guard was obviously annoyed at Derek's persistence. "You have to have a Student ID to get past these doors. Plus we have a dress code here on campus. I think you need to go back to wherever it was you came from and leave us alone."

The guard had took a once over of Derek's appearance, damp hair, thin undershirt, dirty water stains on his pants, no shoes. Even Derek admitted he was quite a scary sight.

But something snapped inside Derek. He hadn't seen Meredith in six months and now that he was so close, nothing was going to stop him. Before he fully realized himself what he was doing, he raised his fist and swung through, making satisfying contact with the security guards nose. The tiny male flew backwards, creating an opening for Derek to get by.

Stepping through the doors and over the unmoving body, Derek shook out his fist as he raced for the elevator. He noticed the bright paper from down the hall and when he stopped in front of the elevator, he could have almost assumed that of course the paper read OUT OF ORDER.

Shaking his head and letting out a laugh of incredulity, he headed towards the stairs. Throwing the heavy doors opened he took the cement steps two at a time, glancing at his phone to see he had two minutes left.

Out of breath, shirt drenched in sweat, spirit beaten and broken, Derek stood before room 415 with thirty seconds to spare. He raised his sore fist and hit the door a few times, not caring that pain coursed through his body, only praying that somehow… by some shift of fate, she would be there.

When only quiet met him, Derek felt his legs go weak. Of course. He had been insane. Meredith was young and beautiful, like she would be home on a night like this. He was so stupid. All his plans had blown up in his face. If only his flights hadn't been delayed. If only his rental car had been waiting for him as promised. He could have gotten to her earlier. He could have taken her out for a fancy New Year's Eve dinner and taken her dancing. The little things that he had plotted in his head now mocked him.

In one last desperate attempt, Derek raised both fists this time and pounded harder, more persistent. Taking his aggravation from the night out on the innocent door. Just as he was about to give up and turn around defeated, the door flung open and the most beautiful sight met his eyes.

His blue eyes locked on her fiery green ones and he suddenly found himself speechless. Her mouth dropped open as his eyes swept her body, thinking that even in sweats and a t-shirt she was the most gorgeous girl he had ever laid eyes on.

He moved his eyes back to her stunned ones as he heard the TV countdown in the background. A smile finally spread across his face, the first of the day, as he heard a male voice ring out.

"5, 4, 3, 2, 1…"

"Happy New Year Mer." He said softly before finally crossing the gap between them. He put his large hands on either side of her face, pulling her to meet his lips. His large ones crashed down on hers, hungry for her taste, hungry for what he had spent six months dreaming of.

Their lips pressed hard against each others. A burden was lifted that neither had realized was there as Meredith sunk into his body, wrapping her arms around his neck and her heart fluttered as Derek's large hands moved to her hips, pulling her body against his.

They stayed in that position a moment, eyes wide open, lips firmly touching before Derek pulled away. He kept his eyes locked on hers as he gently moved a strand of hair out of her face. Not being able to resist the separation any longer, his lips claimed hers again, this time more fierce, this time more needy. His tongue parted her lips aggressively as she eagerly opened her mouth to meet his determination. Their tongues wrestled for power, neither being able to get enough as they bit and sucked on each other's lips.

The heat began to build and the realization that a very angry security guard and possibly some back up would be coming for him soon caused Derek to push Meredith inside the small apartment, closing the door securely behind him with his foot.

Derek had repeated over and over in his head the whole trip across the country that he would not make love to her. He would not lead her to believe that that was the reason of his visit. Because honestly it wasn't. He had wanted to see her. Hear her giggle next to him, not across a staticky phone line. He had wanted to breathe her in and hold her body next to his. He thought he didn't need the sex.

But looking into her eyes, half closed in desire and gently sucking on her tongue, a familiar feeling began to grow inside him and he knew it was no use pretending. He needed Meredith. And not just in his arms as his friend at that moment. He needed her intimately. He needed to make her moan in desire and writhe with pleasure. He needed to be inside her. Immediately.

* * *

**The following is _very_ mature.**

Their lips continued the heated battle as their hands began to explore each other's bodies, becoming reacquainted with the familiar curves and lines. His hands found the bottom hem of her thin t-shirt and was about to pull it over his head when the realization that they were in the living room of her apartment and he had no idea if they were actually alone crossed his mind.

He pulled back, interrupting the intensity of their hungry actions and breaking Meredith's trance. She finally looked up at Derek and raised her eyebrows, at last taking his appearance in.

"You look like you just back from war. What the hell happened to you?"

"It's a long story Mer." He said defeated, shaking his head and removing his hands from her small body to run it through his messy damp locks.

She studied his expression before nodding and letting a large smile cross her face. "I can't believe you're here. Actually here in my dorm."

"I can't believe it either. You have no idea how hard I tried to get here Mer. I wanted to surprise you with dinner and the whole sorts… but apparently I made someone upstairs very mad and today was his day of revenge. Nothing went right. I've had the day from hell. But now… standing in front of you… staring at your beautiful face… none of that seems to matter. All I can feel is happy."

Derek knew he said too much. He had definitely crossed that line they had been so careful constructing the last six months. But he didn't care. He was intoxicated from her drugging kiss and would deal with the consequences later.

"Derek…" Meredith was at a loss for words and turned her head quickly, not wanting him to see the emotion in her eyes that his beautiful words had inflicted. She spotted his small piece of luggage and jumped at the chance to change the subject. "Here... let me take this to my room. You can shower in my bathroom and get cleaned up. You really look bad." She giggled.

"Thanks a lot." He replied feigning hurt, but couldn't help but smile as he followed her to the tiny room that connected to an even smaller bathroom.

Meredith laid the luggage on the end of her bed and entered the bathroom, checking for clean towels and then starting the water. It took a moment before the freezing water turned warm, but soon soft steam filled the air of the small room.

She turned to let Derek know things were ready and jumped in surprise, finding him in only his boxers, his head tilted as he watched her, arms folded casually leaning against the door jam.

"Oh… um…" Meredith tried to catch her breath and forced her wandering eyes to remain on his face. "Shower's ready."

Derek nodded before taking a few steps forward and stretching his hand under the steady stream of water, testing its temperature himself. He nodded in satisfaction and Meredith took that as her cue to leave, hesitantly stepping away from his scantily dressed body.

His hand found her arm and the sensation of skin on skin caused her to turn her head in surprise.

"Aren't you going to stay and keep me company?"

"Keep you company?" She replied skeptically, a small smile playing at the corner of her mouth.

"Mmmhmmm." He answered softly, stepping towards her, his eyes never leaving hers as for the second time that night, his hands found the bottom hem of her t-shirt, but this time with no more delays, he pulled it over her head, his eyes immediately darkening at the display of her bare chest.

Neither one spoke as Derek next found the waist band of Meredith's sweats, easily removing those for her as well, taking her panties down with her pants in one swift movement.

Meredith's cheeks grew warm as she watched Derek's eyes sweep over her naked body approvingly. She chewed on her bottom lip nervously as she waited for Derek's next move, the tension and arousal almost too much for her to take.

He moved his boxers down with his hands, kicking them to the side as he extended his hand to Meredith, taking her small one in his and pulling her into the awaiting shower with him.

The hot water mixed with the cool air sent goose bumps over Meredith's flesh and immediately hardened her nipples. Derek couldn't resist the temptation and his hands immediately claimed them, his hard erection growing stiffer as he pressed it on Meredith's flat stomach.

He noticed her skin was paler, the dark tan of a summer under the sun long faded but it was still as beautiful as ever. His fingers caressed her curves, their home they'd been away from for far too long as his lips found hers, his own knees going week at the soft moans escaping her lips.

The hot water continued to cascade over both their naked bodies as Meredith's small hands found his large member. She had almost forgotten how good it felt to take him in her hands and hold a power over him that she'd never experienced before. His body responded to her soft purposeful touches and his own hands became more determined, more needy. His lips deserted her mouth and moved slowly down her neck, journeying down her collar bone and capturing an aching nipple in his mouth. His tongue teased and flicked and licked as one of his skillful hands parted her thighs, immediately finding the spot he was searching for and drawing tiny circles with his fingers, causing Meredith to gasp from pleasure.

She pushed his hand away, not ready for her orgasm as she slowly lowered herself in the shower. Derek watched on surprised as she kissed her way down his chest and across his stomach, following his happy trail to his extended shaft, begging and throbbing for her.

She pleased him with her hands as she placed small kisses up the side, working towards the enlarged tip, only to tease it with a long lick and kiss back down the other side. The sensations were overwhelming to Derek, who had never experienced this particular level of pleasure with Meredith yet, and he tried to keep his shaking legs steady as she skillfully pleased him.

After torturous moments of teasing, Meredith finally took him completely in her mouth, causing Derek to call out. She sucked hard and moved her tongue in circles, getting just as much satisfaction out of the act as Derek was.

"Mer..." Derek gasped. "I want … I need... I need to be in you… Now."

Meredith giggled, deciding that arguing the fact that technically he was in her wouldn't do any good, and reluctantly released him, straightening up before him. She moved the shower curtain aside as she dug around under the bathroom counter for the box of condoms she knew was down their somewhere and was relieved when she found it full. She took one small wrapper and hurriedly unwrapped it, replacing the shower curtain and finding Derek just as eagerly waiting.

Her hands carefully put the condom in place as Derek's lips found hers again. He suddenly turned her, pressing her hard against the cold tile wall and grabbed her legs, a strong hand under each thigh. Not being able to wait any longer he lifted her slightly and thrust into her, both screaming in pleasure as he fit perfectly in her tight wet opening. She wrapped her legs around him tightly, wanting him more than she could ever remember and needing him to be further in her. His thrusts started out deep and fast and only escalated from there, their six month separation evident in every push and pull and bite and nip. They needed each other. They needed each other in a way that only they could understand.

Derek pressed hard and urgent into her as her nails dug into his back. Heat washed over her as the waves of pleasure overcame and soon they were both coming, gasping and panting as their bodies took over, taking them to a whole different world.

They held each other, neither wanting to let go, neither wanting the moment to end. Meredith didn't want him to pull out. She wanted to stay like that. Forever. And so did he. But soon the hot water turned warm and soon the warm water turned cold. And they had to pull away. She had to release him.

They reluctantly parted as Meredith turned the cold water off. Neither spoke, still panting heavily from the earth shattering sensations they had both experienced. Derek stepped out first and grabbed a purple fluffy towel, handing it to Meredith. He then grabbed another one, wrapping it around his waist, before turning and helping her step out.

He pulled her close, wanting to hug her, wanting to keep her in his arms as much as possible, knowing that he'd soon be leaving and wouldn't be able to hold her for a long time. He carefully placed his chin on the top of her head as she rested her head against his bare chest, still covered in water droplets.

"So…. you've been practicing." Derek said half serious half joking, but still wanting to know.

He felt Meredith shrug in his arms. "Maybe. I have to admit it was solely out of curiosity. I wanted to know if everyone was as amazing as you."

"And?" Derek prompted.

"And…" Meredith went on. "… there is only one man who can make me scream and moan in pleasure the way you do Derek Shepherd." Meredith smiled, knowing that was exactly what he wanted to hear, and knowing she wasn't even lying.

"That's what I like to hear."

Meredith giggled. "So… how long do I get to keep you for?"

He frowned. "Unfortunately I leave in only a few hours. I have a lot to do before classes start up again on Tuesday."

Meredith nodded, swallowing her disappointment. "Well… then we don't have a moment to waist. Loose that towel Shepherd and let's get going with round two!"

She slipped from his grasp, dropping her own towel as she hurried past him, disappearing into her room and jumping on her bed. Derek smiled, loosing his towel as he was instructed. He rubbed his hands together in anticipation as his body responded, already growing hard at the thought of what the next few hours with Meredith would bring.

* * *


End file.
